FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE EPIX PHARMACEUTICALS, INC. AMENDED AND RESTATED 1992 INCENTIVE PLAN
FORM
OF
RESTRICTED STOCK UNIT AGREEMENT
UNDER
THE
EPIX PHARMACEUTICALS, INC.
AMENDED
AND RESTATED 1992 INCENTIVE PLAN
Name
of
Grantee: _____________________
No.
of
Restricted Stock Units Granted: ________________________
Grant
Date: ____________________________
Pursuant
to the EPIX Pharmaceuticals, Inc. 1992 Amended and Restated Incentive Plan
(the
“Plan”) as amended through the date hereof, EPIX Pharmaceuticals, Inc. (the
“Company”) hereby grants a deferred stock award consisting of the number of
Restricted Stock Units listed above (an “Award”) to the Grantee named above.
Each Restricted Stock Unit shall relate to one share of Common Stock, par value
$0.01 per share (the “Stock”) of the Company specified above, subject to the
restrictions and conditions set forth herein and in the Plan.
1. Acceptance
of Award.
The
Grantee shall have no rights with respect to this Award unless he or she shall
have accepted this Award by signing and delivering to the Company a copy of
this
Award Agreement.
2. Restrictions
on Transfer of Award.
(a) The
Award
may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the Grantee until (i) the Restricted Stock Units have vested
as
provided in Section 3 of this Agreement and (ii) shares of Stock have been
issued to the Grantee.
(b) If
the
Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason prior to the satisfaction of the vesting
conditions set forth in Section 3 below, any Restricted Stock Units that have
not vested as of such date shall automatically and without notice terminate,
be
forfeited and be and become null and void, and neither the Grantee nor any
of
his or her successors, heirs, assigns, or personal representatives will
thereafter have any further rights or interests in such unvested Restricted
Stock Units.
3. Vesting
of Restricted Stock Units.
The
restrictions and conditions in Section 2 of this Agreement shall lapse on
the Vesting Date or Dates specified in the following schedule so long as the
Grantee remains an employee of the Company or a Subsidiary on such Dates. If
a
series of Vesting Dates is specified, then the restrictions and conditions
in
Section 2 shall lapse only with respect to the number of Restricted Stock
Units specified as vested on such date.
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Number
of
Units
Vested
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Vesting
Date
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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The
Committee may at any time accelerate the vesting schedule specified in this
Section 3.
4. Dividend
Equivalents.
(a) If
on any
date the Company shall pay any dividend on shares of Stock of the Company,
the
number of Restricted Stock Units credited to the Grantee shall, as of such
date,
be increased by an amount determined by the following formula:
W
= (X
multiplied by Y) divided by Z, where:
W
= the
number of additional Restricted Stock Units to be credited to the Grantee on
such dividend payment date;
X
= the
aggregate number of Restricted Stock Units (whether vested or unvested) credited
to the Grantee as of the record date of the dividend;
Y
= the
cash dividend per share amount; and
Z
= the
Fair Market Value per share of Stock (as determined under the Plan) on the
dividend payment date.
(b)
In the
case of a dividend paid on Stock in the form of Stock, including without
limitation a distribution of Stock by reason of a stock dividend, stock split
or
otherwise, the number of Restricted Stock Units credited to the Grantee shall
be
increased by a number equal to the product of (i) the aggregate number of
Restricted Stock Units that have been awarded to the Grantee through the related
dividend record date, and (ii) the number of shares of Stock (including any
fraction thereof) payable as dividend on one share of Stock. Any additional
Restricted Stock Units shall be subject to the vesting and restrictions of
this
Agreement in the same manner and for so long as the Restricted Stock Units
granted pursuant to this Agreement to which they relate remain subject to such
vesting and restrictions, and shall be promptly forfeited to the Company if
and
when such Restricted Stock Units are so forfeited.
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5. Receipt
of Shares of Stock.
(a) As
soon
as practicable following each Vesting Date, the Company shall issue to the
Grantee a certificate representing the number of shares of Stock equal to the
aggregate number of Restricted Stock Units credited to the Grantee that have
vested pursuant to Section 3 of this Agreement on such date and the Grantee
shall thereafter have all the rights of a stockholder of the Company with
respect to such shares, including voting and dividend rights, and such shares
of
Stock shall not be restricted by the provisions hereof.
(b) In
the
event that the Board of Directors in its discretion determines that any stock
dividend, split-up, combination or reclassification of shares, recapitalization
or other similar capital change affects the Stock of the Company such that
adjustment is required in order to preserve the benefits or potential benefits
of the Restricted Stock Units granted under this Agreement, the number of
Restricted Stock Units subject to this Agreement shall be appropriately adjusted
by the Committee (whose determination shall be conclusive).
(c) Upon
the
occurrence of an Acquisition Event (as defined below) (regardless of whether
such event also constitutes a Change in Control (as defined below)), the
Committee shall provide that the Restricted Stock Units granted under this
Agreement shall be assumed, or equivalent restricted stock units shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof) provided that if such Acquisition Event also constitutes a Change
in
Control, except to the extent specifically provided to the contrary in this
Agreement or any other agreement between the Grantee and the Company, the
restrictions and conditions of such assumed or substituted Restricted Stock
Units shall immediately lapse in full if, on or prior to eighteen (18) months
following the date of the consummation of the Change in Control, a Termination
Event (as defined below) occurs.
(d) Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, the Restricted Stock
Units
granted under this Agreement, then the Committee shall issue to the Grantee
the
number of shares of Stock equal to the aggregate number of Restricted Stock
Units credited to the Grantee on such date in full satisfaction of such
Restricted Stock Units; provided, however, that in the event the Company is
involved in a transaction in which shares of Stock will be exchanged for cash
or
other consideration, the Grantee shall receive cash or other consideration
equal
in value to the aggregate number of Restricted Stock Units credited to the
Grantee on the date of the Acquisition Event.
(e) Following
the occurrence of a Change in Control that does not also constitute an
Acquisition Event, except to the extent specifically provided to the contrary
in
this Agreement or any other agreement between the Grantee and the Company,
the
restrictions and conditions of the Restricted Stock Units granted under this
Agreement shall immediately lapse in full if, on or prior to eighteen (18)
months following the date of the consummation of the Change in Control, a
Termination Event occurs.
(f) An
“Acquisition Event” shall mean:
(i) any
merger or consolidation of the Company with or into another entity as a result
of which the Stock is converted into, or exchanged for, the right to receive
cash, securities or other property;
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(ii) any
exchange of shares of the Company for cash, securities or other property
pursuant to a statutory share exchange transaction;
(iii) any
sale
or exchange of all or substantially all of the assets of the Company in one
(1)
transaction or in a series of transactions; or
(iv) a
reorganization or liquidation of the Company.
(g) “Change
in Control” means the occurrence of any of the following events:
(i) Merger/Sale
of Assets. (A) A merger or consolidation of the Company whether or not approved
by the Board of Directors, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or the parent of such
corporation) at least 50% of the total voting power represented by the voting
securities of the Company or such surviving entity or parent of such corporation
outstanding immediately after such merger or consolidation, or (B) the
stockholders of the Company approve an agreement for the sale or disposition
by
the Company of all or substantially all of the Company’s assets; or
(ii) Ownership.
Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company’s
then outstanding voting securities (excluding for this purpose the Company
or
its Affiliates or any employee benefit plan of the Company) pursuant to a
transaction or a series of related transactions which the Board of Directors
does not approve.
(h) “Cause”
shall mean (i) conviction of any felony or any crime involving moral turpitude
or dishonesty; (ii) participation in a fraud or act of dishonesty against the
Company (or, if applicable, a successor corporation to the Company); (iii)
willful and material breach of the Company’s policies (or, if applicable, a
successor corporation to the Company); (iv) intentional and material damage
to
the Company’s property (or, if applicable, a successor corporation to the
Company); or (v) material breach of the Grantee’s confidentiality obligations or
duties under the Grantee’s nondisclosure, noncompetition or other similar
agreement with the Company (or, if applicable, a successor corporation to the
Company).
(i) “Termination
Event” shall mean the termination of the Grantee’s employment (i) by the Company
or the acquiring or succeeding corporation without Cause; or (ii) by the Grantee
upon written notice given promptly after the Company’s or the acquiring or
succeeding corporation’s taking any of the following actions, which actions
shall not have been cured within a 30-day period following such notice: (A)
the
principal place of the performance of the Grantee’s responsibilities (the
“Principal Location”) is changed to a location outside of a 30-mile radius from
the Principal Location immediately prior to the Change in Control event;
(B) there is a material reduction in the Grantee’s salary; or (C) there is
a material diminution in the scope of the Grantee’s responsibilities without the
Grantee’s agreement or without Cause (excluding increases in responsibility and
lateral moves to jobs with similar descriptions).
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6. Incorporation
of Plan.
Notwithstanding anything herein to the contrary, this Agreement shall be subject
to and governed by all the terms and conditions of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.
7. Tax
Withholding.
The
Grantee shall, not later than the date as of which the receipt of this Award
becomes a taxable event for Federal income tax purposes, pay to the Company
or
make arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable
event. The Grantee may elect to have such minimum tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued.
8. No
Obligation to Continue Employment.
Neither
the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee in employment and neither the Plan nor
this Agreement shall interfere in any way with the right of the Company or
any
Subsidiary to terminate the employment of the Grantee at any time.
9. Notices.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business and shall be mailed or delivered to the Grantee at the address on
file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
| EPIX PHARMACEUTICALS, INC. | ||
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| By: | ||
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| Title: | ||
The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
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| Dated:______________________________ | ||
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Grantee's Signature |
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Grantee’s
name and address:
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