EXHIBIT 10.19 - ------------- RESTRICTED STOCK AWARD AGREEMENT 1. Award Subject to the terms and conditions of the Ampersand Medical Corporation 1999 Equity Incentive Plan (the "Plan"), a copy of which has been attached hereto, the Board of Directors of the company hereby grants to Arthur L. Herbst, M.D. a restricted stock award of 50,000 shares of common stock. 2. Grant Date The grant date of the award is August 10, 1999. 3. Valuation The Board has determined that the fair market value of the award is $0.4063 per share representing a total value of $20,315.00 for the 50,000 shares granted. 4. Restrictions One-third (16,666 shares) of the award shall vest on July 1, 2000; one-third (16,667 shares) of the award shall vest on July 1, 2001; and the final one-third (16,666 shares) of the award shall vest on June 30, 2002. The Company shall retain the certificates representing the unvested restricted shares and shall transfer to Dr. Herbst certificates representing the respective number of shares in accordance with the aforementioned vesting schedule. 5. Transferability Except as provided in Article 8 of the Plan, the shares of stock granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of each applicable period of restriction specified in Section 4 of this Award Agreement, or upon the earlier occurrence or satisfaction of any other condition, as specified by the Board in Section 7 of this Award Agreement Shares of restricted stock shall become freely transferable, subject to registration requirements of the Securities Act of 1933 (the "Act"), after the last day of the applicable restriction period. 6. Registration The restricted shares granted under this Award Agreement have not been registered under the Act, as amended, or under the securities laws of any state. The shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities laws pursuant to registration or exemption therefrom. The Company will use its best efforts to file a registration statement under the Act covering the granted shares as soon as practicable, but in no case later then April 1, 2001. 7. Other Provisions In the event that the Company is sold or undergoes a change in control, as defined in Section 5 of the Consulting Agreement (the "Consulting Agreement") between Ampersand Medical Corporation and Arthur L. Herbst, M.D. effective as of July 1, 1999, at any time prior to the end of the vesting periods specified in Section 4, all remaining unvested restricted stock shall become fully vested. The Company will immediately transfer the certificates representing such shares to Dr. Herbst. If the Consulting Agreement is terminated by the Company without cause, as defined in the Consulting Agreement, all remaining unvested restricted shares shall become fully vested. The Company will immediately transfer the certificates representing such shares to Dr. Herbst. SIGNATURES _____________________________ 8/20/99 _______________________ 8/23/99 Ampersand Medical Corporation Date Arthur L. Herbst, M.D. Date Leonard R. Prange President By signing a copy of this agreement, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions, which may limit my eligibility to exercise this grant.