ENDO PHARMACEUTICALS HOLDINGS INC. STOCK AWARD AGREEMENT
Exhibit 10.117
ENDO PHARMACEUTICALS HOLDINGS INC.
1. Award Grant. On [INSERT ORIGINAL DATE], American Medical Systems Holdings, Inc. (“AMS”) granted to [INSERT PARTICIPANT NAME] (the “Participant”) an award of restricted shares of AMS common stock. On June 17, 2011, on the merger of AMS with a wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc. (the “Company”), restricted share awards unvested at the time of the merger were converted into restricted share awards, payable in Company common stock (“Common Stock”), on the same terms and conditions as were applicable to such unvested restricted share awards immediately prior to the merger. This Agreement certifies that, following such conversion, the Participant holds an award of [INSERT # OF SHARES] restricted shares of the Company’s common stock (the “Restricted Shares”).
2. Subject to Plan. The Restricted Shares have been granted under the American Medical Systems Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) and the terms of the Plan are incorporated herein by reference. In the event of any conflict or inconsistency between this Agreement and the Plan, the provisions of the Plan shall control. All capitalized terms used but not otherwise expressly defined in this Agreement shall have the meaning ascribed to them in the Plan.
3. Risk of Forfeiture and Transferability Restrictions. The Participant’s right to retain the Restricted Shares is subject to satisfaction of the vesting conditions set forth herein. The Restricted Shares will vest and become non-forfeitable, and the restrictions on transfer will lapse, on a cumulative basis, as set forth in Exhibit A hereto, provided that the Participant is employed or providing service to the Company or a Subsidiary on, and has been continuously employed by or providing service to the Company or a Subsidiary through, each such date. The Committee shall have the authority to modify the vesting of any or all of the then-unvested Restricted Shares as and in the manner set forth in the Plan. Prior to vesting on the terms and conditions above, no right or interest of the Participant in the Restricted Shares will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.
4. Rights as a Stockholder. Except as provided in Sections 3 above, the Participant will have all voting, dividend, liquidation and other rights with respect to the Restricted Shares upon the Participant becoming the holder of record of such shares as if the Participant were a holder of record of shares of unrestricted Common Stock; provided, however, that any dividends or distributions (other than regular quarterly cash dividends) paid with respect to any unvested portion of the Restricted Shares will be subject to the same restrictions as the Restricted Shares to which such dividends or distributions relate. No interest will be paid on such dividends or distributions.
5. Termination of Employment or Service. Subject to the authority of the Committee under Section 12.4 of the Plan and to Sections 6 and 7, below:
(a) Subject to Section 5(b) below, if the Participant’s employment or other service with the Company and all Subsidiaries terminates, for any reason, all Restricted Shares unvested at the time of termination will be terminated and forfeited.
(b) Change in Control. If, on or prior to June 17, 2012, (i) the Company terminates the Participant’s employment or other service with the Company and all Subsidiaries for any reason other than death, Disability or Cause or (ii) the Participant terminates employment with the Company for Good Reason, then all unvested Restricted Shares will become immediately fully vested and non-forfeitable.
6. Effects of Actions Constituting Cause. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Participant is determined by the Committee, acting in its sole discretion, to have committed any action which would constitute Cause, irrespective of whether such action or the Committee’s determination occurs before or after termination of such Participant’s employment or other service with the Company or any Subsidiary, this Agreement and all rights of the Participant under this Agreement and the Plan shall terminate and be forfeited without notice of any kind. The Committee may defer the vesting of Restricted Shares hereunder for a period of up to forty-five (45) days in order for the Committee to make any determination as to the existence of Cause.
7. Breach of Confidentiality, Non-Compete or Non-Solicitation. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Participant materially breaches the terms of any confidentiality, non-compete or non-solicitation agreement entered into with the Company or any Subsidiary, whether such breach occurs before or after termination of the Participant’s employment or other service with the Company or any Subsidiary, the Committee in its sole discretion may require the Participant to surrender Restricted Shares, vested or unvested, and to disgorge any profits made or realized, in connection with the Restricted Shares.
8. Participant. Whenever the word “Participant” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, legal representatives or the person or persons to whom the Restricted Shares may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
9. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto.
| ENDO PHARMACEUTICALS HOLDINGS INC. | ||
| By: | ||
| /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | President & Chief Executive Officer | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Chief Executive Officer | ||
Exhibit A
Restricted Stock Award Agreement
Vesting Schedule
| Date of Vest |
# of Vested Shares | |||
| [INSERT VEST DATE] |
[INSERT # OF SHARES] | |||
| [INSERT VEST DATE] |
[INSERT # OF SHARES] | |||
| [INSERT VEST DATE] |
[INSERT # OF SHARES] | |||
| [INSERT VEST DATE] |
[INSERT # OF SHARES] | |||
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| Total: |
[INSERT # OF SHARES] | |||