EXHIBIT
INDEX
Exhibit
Number
|
Description
|
4.1
|
Atrion
Corporation Deferred Compensation Plan for Non-Employee
Directors
|
4.2
|
Atrion
Corporation 2006 Equity Incentive Plan, incorporated by reference
to
Schedule 14A filed April 6, 2006 (File No. 000-10763)
|
4.3
|
Atrion
Corporation 1997 Stock Incentive Plan, incorporated by reference
to the
Company's Form S-8 filed June 10, 1998 (File No.
333-56509)
|
4.4
|
Atrion
Corporation 1998 Outside Directors Stock Option Plan, incorporated
by
reference to the Company's Form S-8 filed June 10, 1998 (File No.
333-56511)
|
4.5
|
Rights
Agreement, dated as of August 7, 2006, between the Company and the
Rights
Agent, incorporated by reference to the Company’s Registration Statement
on Form 8-A, filed with the Commission on August 10, 2006 (File No.
001-32982)
|
5.1
|
Opinion
and Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C.
|
10.1
|
Form
of Deferred Compensation Plan for Non-Employee Directors Election
Form
|
23.1
|
Consent
of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., contained in
Exhibit 5.1
|
23.2
|
Consent
of Grant Thornton LLP
|
24
|
Power
of Attorney, included on signature
page
|
Exhibit
4.1
ATRION
CORPORATION
DEFERRED
COMPENSATION PLAN FOR
NON-EMPLOYEE
DIRECTORS
1.
Purpose;
Effective Date
. Atrion Corporation (the "Company") has
established this Deferred Compensation Plan for Non-Employee Directors (the
"Plan") for the purpose of providing an unfunded nonqualified deferred
compensation plan for the non-employee directors of the Company (the
"Directors"). The Plan shall be effective as of the date it is approved by
the
Board of Directors of the Company (the "Board").
2.
Eligibility
.
Persons eligible to defer compensation under the Plan shall consist of the
Directors. Any Director who has submitted a Deferred Fee Election
Form, as defined below, is hereinafter referred to as a
"Participant."
3.
Deferred
Fees
. A Director may elect to defer receipt of all or a portion
of the cash fees payable for services as a director and for services as a member
of a Committee of the Board (the "Fees") by submitting to the Company an
election form with respect to such Fees (the "Deferred Fee Election
Form"). The Deferred Fee Election Form must be submitted to the
Company no later than the applicable Deferral Deadline, as defined
below. A Deferred Fee Election Form submitted by a Participant shall
automatically continue from year to year and shall be irrevocable once the
Deferral Deadline for those Fees has passed, but the Participant may modify
or
terminate a Deferred Fee Election Form with respect to Fees payable in any
year
by submitting a revised Deferred Fee Election Form or otherwise giving written
notice to the Company at any time on or prior to the Deferral Deadline for
those
Fees. The Deferral Deadline for an election to defer Fees for
services performed in any calendar year shall be the last day of the prior
calendar year; provided, however, that the Deferral Deadline for a
Director's first year of eligibility in this Plan shall be the 30
th
day following
the
date the Director becomes eligible to participate in this Plan with respect
to
Fees payable for services performed after the election is
made. Directors at the effective date of the Plan will become
eligible to participate in this Plan as of that date. Directors
elected after the date on which the Plan becomes effective will be eligible
to
participate in the Plan upon election to the Board.
4.
Deferred
Stock Unit Accounts
.
(a)
Accounts
.
The Company shall establish on its books a Deferred Stock Unit Account ("DSU
Account") for each Participant that elects to defer Fees, which shall be
denominated in Deferred Stock Units ("DSUs"), including fractional
DSUs. The DSU Account shall be credited with a number of DSUs equal
to the Fees deferred by the Director (the "Deferred Fees") divided by the
closing market price of the common stock of the Company (the "Common Stock")
on
the day the Deferred Fees would have been paid if not for the deferral. As
of
each date for payment of dividends on the Common Stock, each DSU Account shall
be credited with an additional number of DSUs (including fractional DSUs) equal
to the total amount of dividends that would have been paid on the number of
DSUs
recorded as the balance of that DSU Account as of the record date for such
dividend divided by the closing market price for the Common Stock on such
dividend payment date. A Participant shall be one hundred percent
(100%) vested in the number of DSUs held in his or her DSU Account at all
times.
(b)
Statement
of Account
. At least annually, a report shall be issued by the Company to
each Participant setting forth the balance of the Participant's DSU Account
under the Plan.
(c)
Effect
of Change in Control on DSU Accounts
. At the time of consummation of a
Change in Control (as defined below), if any, the amount credited to a
Participant's DSU Account shall be converted into a credit for cash or common
stock of the acquiring company ("Acquiror Stock") based on the consideration
received by stockholders of the Company ("Stockholders") in the Change in
Control, as follows:
(i)
Stock
Transaction
. If Stockholders receive Acquiror Stock in the Change in
Control, then (1) the amount credited to each Participant's DSU Account shall
be
converted into a credit for the number of shares of Acquiror Stock that the
Participant would have received as a result of the Change in Control if the
Participant had actually held the Common Stock credited to his or her DSU
Account immediately prior to the consummation of the Change in Control, and
(2)
DSU Accounts will thereafter be denominated in shares of Acquiror Stock and
ongoing deferral of Fees shall continue to be made into the DSU Accounts as
so
denominated in accordance with the terms of outstanding deferral
elections.
(ii)
Cash
or Other Property Transaction
. If Stockholders receive cash or other
property in the Change in Control, then (1) the amount credited to a
Participant's DSU Account shall be converted into a cash credit for the amount
of cash or the value of the property that the Participant would have received
as
a result of the Change in Control if the Participant had actually held the
Common Stock credited to his or her DSU Account immediately prior to the
consummation of the Change in Control, and the cash so credited to the
Participant shall be distributed in a lump sum to the Participant in January
of
the year following the Change of Control, and (2) DSU Accounts shall no longer
exist under the Plan, and there shall be no ongoing deferrals.
(iii)
Combination
Transaction
. If Stockholders receive Acquiror Stock and cash or other
property in the Change in Control, then (1) the amount credited to each
Participant's DSU Account shall be converted in part into a credit for Acquiror
Stock under Section 4(c)(i) and in part into a credit for cash under Section
4(c)(ii) in the same proportion as such consideration is received by the
Stockholders, and (2) ongoing deferral and crediting of Fees shall continue
to
be made into the DSU Accounts as provided in Section 4(c)(i) in accordance
with
the terms of outstanding deferral elections.
(iv)
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.
5.
Distributions
.
(a)
Timing
of Distributions
. Each Deferred Fee Election Form shall include
an election by the Participant as to the timing of distributions with respect
to
Deferred Fees. Except as otherwise provided in this Section 5, such
elections shall be irrevocable with respect to Deferred Fees once the Deferral
Deadline for such Deferred Fees has passed. All distributions from
the Plan shall be made in shares of Common Stock with one share of Common Stock
to be distributed for each DSU in the Director’s DSU Account plus cash for any
fractional DSU.
(b)
Distribution
Timing and Valuation
. Distributions shall be made in January of the year
following the year in which service as a Director of the Company ceases for
any
reason or in January of the year the Participant elects in the Deferred Fee
Election Form. All distributions due under the Plan
in any year shall be made on a date in January determined by the Compensation
Committee of the Board (the "Committee"). All distributions shall be
based on DSU Account balances as of the close of business on the last trading
day of the immediately preceding year.
(e)
Designation
of Beneficiaries; Death
.
(i) Each
Participant shall have the right, at any time, to designate any person or
persons as the Participant's beneficiary or beneficiaries (both primary as
well
as secondary) to whom distributions under this Plan shall be made in the event
of the Participant's death prior to completion of distribution due under the
Plan. If greater than fifty percent (50%) of the distribution is designated
to a
beneficiary other than the Participant's spouse, such beneficiary designation
shall be consented to by the Participant's spouse. Each beneficiary designation
shall be in written form prescribed by the Company and will be effective only
if
filed with the Company during the Participant's lifetime. Such designation
may
be changed by the Participant at any time without the consent of a beneficiary,
subject to the spousal consent requirement above. If no designated beneficiary
survives the Participant, the Participant's distributions shall be made to
the
Participant's surviving spouse or, if no spouse survives, to the Participant's
estate.
(ii) Upon
the death of a Participant, all distributions shall be made in January of the
year following death.
(f)
Distribution
to Guardian
. If a distribution under the Plan is due to a minor or a person
declared incompetent or to a person incapable of handling the disposition of
his
property, the Committee may direct such distribution to the guardian, legal
representative or person responsible for the care and custody of such minor,
incompetent or person. The Committee may require proof of incompetence,
minority, incapacity or guardianship as it may deem appropriate prior to such
distribution. Such distribution shall completely discharge the Committee and
the
Company from all liability with respect to such distribution.
(g)
Withholding;
Payroll Taxes
. The Company shall withhold from distributions made hereunder
any taxes required to be withheld from such distributions under federal, state
or local law.
6.
Administration
.
(a)
Committee
Duties
. This Plan shall be administered by the Committee. The Committee
shall have responsibility for the general administration of the Plan and for
carrying out its intent and provisions. The Committee shall interpret the Plan
and have such powers and duties as may be necessary to discharge its
responsibilities. The Committee may, from time to time, employ other agents
and
delegate to them such administrative duties as it sees fit, and may from time
to
time consult with counsel who may be counsel to the Company.
(b)
Binding
Effect of Decisions
. The decision or action of the Committee in respect of
any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final, conclusive and binding upon all persons
having any interest in the Plan.
7.
Amendment
and Termination of the Plan
.
(a)
Amendment
.
The Board may at any time amend the Plan in whole or in part; provided, however,
that no amendment shall affect the terms of any previously deferred amounts
or
the terms of any irrevocable Deferred Fee Election Form of any
Participant.
(b)
Termination
.
The Board may at any time partially or completely terminate the Plan if, in
its
judgment, the tax, accounting, or other effects of the continuance of the Plan,
or potential distributions thereunder, would not be in the best interests of
the
Company.
(i)
Partial
Termination
. The Board may partially terminate the Plan by instructing the
Committee not to accept any additional Deferred Fee Election Forms and
terminating all existing Deferred Fee Election Forms to the extent such Deferred
Fee Election Forms have not yet become irrevocable. In the event of such a
partial termination, the Plan shall continue to operate and be effective with
regard to all elections regarding Deferred Fees made prior to the effective
date
of such partial termination.
(ii)
Complete
Termination
. The Board may completely terminate the Plan as provided in this
Section 7(b)(ii). In connection with any complete termination, the Company
shall
take all actions necessary so that Participants do not incur any taxes under
Section 409A of the Internal Revenue Code.
(1) In
the event the Board causes a complete termination of the Plan (other than in
connection with a Change in Control Event as provided in Section 8(b)(ii)(2)),
the Plan shall continue to operate as in a partial termination except as
provided in this Section 8(b)(ii)(1). For a period selected by the Board of
at
least 12 months from the date the Board takes action to terminate the Plan,
the
Plan shall continue to make distributions otherwise due under the terms of
the
Plan absent termination of the Plan. On a date selected by the Board that is
more than 12 months from the date the Board took action to terminate the Plan,
the Plan shall cease to operate, the Company shall determine the balance of
each
Participant's DSU Account as of the close of business on such date and the
Company shall distribute such DSU Account balances to the Participants in a
single lump sum distribution as soon as practicable after such date, but in
no
event shall such distribution be made later than 24 months after the date the
Board took action to terminate the Plan.
(2) The
Board may completely terminate the Plan at any time during the 30 days preceding
or the 12 months following a Change in Control Event (as defined in the proposed
regulations under Section 409A of the Internal Revenue Code in effect as of
the
effective date of the Plan or in any revised or final regulations adopted after
the effective date of the Plan). In that event, on the effective date of the
complete termination, the Plan shall cease to operate, the Company shall
determine the balance of each Participant's DSU Account as of the close of
business on such effective date, and the Company shall distribute such DSU
Account balance to the Participants in a single lump sum distribution as soon
as
practicable after such effective date and in no event later than 12 months
after
such effective date.
8.
Miscellaneous
.
(a)
No
Funding
. The obligations of the Company to make distributions
under this Plan shall be interpreted solely as an unfunded, contractual
obligation to distribute only those amounts credited to the Participant's DSU
Account. Any assets set aside, including any assets transferred to a
grantor trust or purchased by the Company with respect to amounts payable under
the Plan, shall be subject to the claims of the Company's general creditors,
and
no person other than the Company shall, by virtue of the provisions of the
Plan,
have any interest in such assets.
(b)
Non-assignability
.
Neither a Participant nor any other person shall have the right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be non-assignable and nontransferable. No part of
the
distributions to be made hereunder shall, prior to actual distribution, be
subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person,
nor
be transferable by operation of law in the event of a Participant's or any
other
person's bankruptcy or insolvency.
(c)
Compliance
with Laws
. This Plan and the issuance and delivery of shares of
Common Stock under this Plan are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to
state and federal securities law and federal margin requirements) and to such
approvals by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith. Any securities delivered under this Plan shall be subject to such
restrictions, and the person acquiring such securities shall, if requested
by
the Company, provide such assurances and representations to the Company as
the
Company may deem necessary or desirable to assure compliance with all applicable
legal requirements. To the extent permitted by applicable law, the Plan shall
be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
(d)
Governing
Law
. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Texas, except as preempted by federal
law.
(e)
Validity
.
In case any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provisions had never been inserted herein.
(f)
Notice
.
Any notice or filing required or permitted to be given to the Company or the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Secretary of the Company. Such
notice shall be deemed given as of the date of delivery or, if delivery is
made
by mail, as of the date shown on the postmark on the receipt for registration
or
certification.
(g)
Successors
.
The provisions of this Plan shall bind and inure to the benefit of the Company
and its successors and assigns. The term successors as used herein shall include
any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Company, and successors of any such corporation
or
other business entity.
Exhibit
5.1
[Letterhead]
June
27,
2007
Atrion
Corporation
One
Allentown Parkway
Allen,
TX 75002
|
Re:
|
Registration
Statement on Form S-8
|
Gentlemen:
We
have
acted as counsel for Atrion Corporation, a Delaware corporation (the "Company"),
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to 2,500 shares
of
the Company's common stock (the "Shares"), issuable under the terms of the
Atrion Corporation Deferred Compensation Plan for Non-Employee Directors as
referenced in the Registration Statement (the "Plan").
In
connection therewith, we have relied upon, among other things, our examination
of the Company’s charter and bylaws and such other documents, records of the
Company, and certificates of its officers and public officials, as we have
deemed necessary for purposes of the opinion expressed below.
Based
upon the foregoing, and having regard for such legal considerations as we have
deemed relevant, we are of the opinion that:
|
(i)
|
The
Company is duly incorporated, validly existing and in good standing
under
the laws of the State of Delaware;
and
|
|
(ii)
|
The
Shares covered by the Registration Statement have been duly authorized
for
issuance and, when issued pursuant to the terms of the Plan, will
be
legally issued, fully paid and
nonassessable.
|
This
opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, quoted or otherwise
referred to for any other purpose without our prior written consent. We hereby
consent to the filing of this opinion as Exhibit 5.1 to, and to the use of
our
name in, the Registration Statement.
Very
truly yours,
BAKER,
DONELSON, BEARMAN,
CALDWELL
& BERKOWITZ, PC
By:
/s/
B.G.
Minisman
Its: Authorized
Representative
Exhibit
10.1
ATRION
CORPORATION
DEFERRED
COMPENSATION PLAN FOR
NON-EMPLOYEE
DIRECTORS
FORM
OF DEFERRED FEE ELECTION FORM
In
accordance with the provisions of
the Atrion Corporation Deferred Compensation Plan for Non-Employee Directors
(the "Plan"), the undersigned non-employee director ("Director") of Atrion
Corporation (the "Company") hereby makes the following elections with respect
to
the cash fees payable for services as a director and for services as a member
of
a Committee of the Board of Directors (the "Fees"):
Important
— Deadline for Completion and Submission of Election Form: Pursuant to rules
established by the Internal Revenue Service, you may elect to defer some or
all
of the Fees payable to you for the services you perform during the period
beginning on
[ ]
and ending on December
[ ].
This
Election Form must be completed and returned to the Company no later than
[ ].
1.
Fee
Deferral Election
.
I
hereby elect to
defer percent
of the Fees payable to me for services performed after
[ ]
and on or before
[ ]. This
election supersedes any prior Deferred Fee Election Form submitted by me and
shall remain in effect through
[ ],
unless terminated or otherwise amended prior to the Deferral Deadline (as
defined in the Plan) and set forth above. Once the Deferral Deadline
has passed, I may not change or revoke this Fee Deferral Election.
2.
Distribution
Election
.
I
hereby elect to receive a
distribution of my DSU Account (as defined in the Plan) at the earlier of the
times specified below (complete any that apply):
________
Upon my separation from service as a Director of the Company,
or
________
In January of ____________ (year).
3.
Revocation
of Elections
.
I
understand and acknowledge that my
Fee Deferral Election may not be changed or revoked after the Deferral
Deadline. I further understand and acknowledge that the I may delay
the Distribution Election date selected in Section 2 to a date at least five
(5)
years later than the date the distribution would otherwise have been
paid. To make a subsequent Distribution Election I must complete a
new Deferral Election Form no later than twelve (12) months prior to the date
the distribution would otherwise be paid.
4.
Designation
of Beneficiary
.
I
hereby designate
____________________________ to be my primary Beneficiary and
________________________ to be my contingent Beneficiary(ies) to receive any
amounts payable under the Plan in the event of my death.
5.
Acknowledgement
.
I
hereby acknowledge that (i) my
election to defer my Fees under the Plan is irrevocable with respect to amounts
which are deferred under the Plan and shall remain in effect until terminated
or
modified, (ii) the Plan is unfunded and is maintained primarily for the purpose
of providing deferred compensation to Directors and that I have no rights or
claims to receive amounts credited to my DSU Account other than those
specifically granted by the terms of the Plan, and (iii) I am solely responsible
for ensuring that the Company's files contain my current mailing address and
that of my Beneficiary.
Director:
________________________________
________________________________________
(Print
name)
___________________________________
(Social
Security Number)
___________________________________
(Date)
Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
have
issued our reports dated March 9, 2007, accompanying the consolidated financial
statements and schedule and management's assessment of the effectiveness of
internal control over financial reporting included in the Annual Report of
Atrion Corporation on Form 10-K for the year ended December 31, 2006, which
are
incorporated by reference in this Registration Statement. We consent to
the incorporation by reference in the Registration Statement of the
aforementioned reports.
/s/
Grant
Thornton LLP
Dallas,
Texas
June
27,
2007