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 | 2004 |
Restricted Stock Unit Agreement
Restricted Stock Unit Agreement (6K)
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371231
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Full Doc
| 2002 |
Shareholder Rights Plan Agreement [Amended 2002]
Shareholder Rights Plan Agreement [Amended 2002] (137K)
Doc #389379: Click preview link for longer preview.
SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED AS OF FEBRUARY 10, 1999
AND AS AMENDED MARCH 5, 2002
BETWEEN
ANGIOTECH PHARMACEUTICALS, INC.
AND
COMPUTERSHARE TRUST COMPANY OF CANADA
AS RIGHTS AGENT
{PAGE}
TABLE OF CONTENTS
ARTICLE I - INTERPRETATION........................................... 2
1.1 CERTAIN DEFINITIONS....................................... 2
1.2 CURRENCY.................................................. 13
1.3 DESCRIPTIVE HEADINGS...................................... 13
1.4 REFERENCES TO AGREEMENT................................... 13
1.5 CALCULATION OF NUMBER AND PERCENTAGE OF BENEFICIAL
OWNERSHIP OF OUTSTANDING VOTING SHARES.................... 13
1.6 ACTING JOINTLY OR IN CONCERT.............................. 14
ARTICLE 2 - THE RIGHTS............................................... 14
2.1 LEGEND ON CERTIFICATES.................................... 14
2.2 EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF
RIGHTS CERTIFICATES....................................... 15
2.3 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE....... 15
2.4 MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS
CERTIFICATES.............................................. 16
2.5 PERSONS DEEMED OWNERS OF RIGHTS........................... 16
2.6 DELIVERY AND CANCELLATION OF CERTIFICATES................. 16
2.7 AGREEMENT OF RIGHTS HOLDERS............................... 17
2.8 RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER........ 17
ARTICLE 3 - EXERCISE OF THE RIGHTS................................... 18
3.1 INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS;
DETACHMENT OF RIGHTS...................................... 18
3.2 ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS........... 21
3.3 DATE ON WHICH EXERCISE IS EFFECTIVE....................... 25
ARTICLE 4 - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN
TRANSACTIONS........................................................ 25
4.1 FLIP-IN EVENT............................................. 25
ARTICLE 5 - THE RIGHTS AGENT......................................... 26
5.1 GENERAL................................................... 26
5.2 MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS
AGENT..................................................... 27
5.3 DUTIES OF RIGHTS AGENT.................................... 28
5.4 CHANGE OF RIGHTS AGENT.................................... 29
ARTICLE 6 - MISCELLANEOUS............................................ 30
6.1 REDEMPTION AND WAIVER..................................... 30
6.2 EXPIRATION................................................ 32
6.3 ISSUANCE OF NEW RIGHTS CERTIFICATE........................ 32
6.4 FRACTIONAL RIGHTS AND FRACTIONAL SHARES................... 32
6.5 SUPPLEMENTS AND AMENDMENTS................................ 33
6.6 RIGHTS OF ACTION.......................................... 34
6.7 NOTICE OF PROPOSED ACTIONS................................ 35
6.8 NOTICES................................................... 35
6.9 COSTS OF ENFORCEMENT...................................... 35
6.10 SUCCESSORS................................................ 36
6.11 BENEFITS OF THIS AGREEMENT................................ 36
6.12 GOVERNING LAW............................................. 36
{PAGE}
- ii -
6.13 COUNTERPARTS.............................................. 36
6.14 SEVERABILITY.............................................. 36
6.15 EFFECTIVE DATE............................................ 36
6.16 RIGHTS OF BOARD, CORPORATION AND OFFEROR.................. 37
6.17 DETERMINATIONS AND ACTIONS BY THE BOARD OF
DIRECTORS..................................................... 37
6.18 TIME OF THE ESSENCE....................................... 37
6.19 REGULATORY APPROVALS...................................... 37
{PAGE}
MEMORANDUM OF AGREEMENT made as of the 10th day of February, 1999 and as amended
the 5th day of March, 2002
BETWEEN:
ANGIOTECH PHARMACEUTICALS, INC.
a corporation existing under the laws of British Columbia
(hereinafter called the "Corporation"),
OF THE FIRST PART
AND:
COMPUTERSHARE TRUST COMPANY OF CANADA,
being a trust company existing under the laws of Canada, as rights agent,
(hereinafter called the "Rights Agent"),
OF THE SECOND PART
WHEREAS in order to maximize shareholder value the Board of Directors of the
Corporation has determined that it is advisable for the Corporation to adopt a
shareholder rights plan (the "Rights Plan");
AND WHEREAS in order to implement the Rights Plan the Board of Directors of the
Corporation has:
I. authorized the issuance, effective 4:00 p.m. (Vancouver time) on
February 10, 1999 of one right (a "Right") in respect of each Common Share
(as hereinafter defined) of the Corporation outstanding at 4:00 p.m.
(Vancouver time) on February 10, 1999 (the "Record Time"); and
II. authorized the issuance of one Right in respect of each Common Share
issued after the Record Time and prior to the earlier of the Separation
Time (as hereinafter defined) and the Expiration Time (as hereinafter
defined);
AND WHEREAS each Right entitles the holder thereof, after the Separation Time,
to purchase securities of the Corporation (or, in certain cases, of certain
other entities) pursuant to the terms and subject to the conditions set forth
herein;
AND WHEREAS the Corporation desires to appoint the Rights Agent to act on behalf
of the Corporation and holders of Rights, and the Rights Agent is willing so to
act, in connection with the issuance, transfer, exchange and replacement of
Rights Certificates (as hereinafter defined), the exercise of Rights and other
matters referred to herein;
NOW THEREFORE in consideration of the premises and the respective covenants and
agreements set forth herein, the parties hereby agree as follows:
{PAGE}
- 2 -
ARTICLE I
INTERPRETATION
1.1 CERTAIN DEFINITIONS
For the purposes of this Agreement, the following terms have the meanings
indicated:
(a) "Acquiring Person" shall mean any Person who is the Beneficial Owner of
20% or more of the outstanding Voting Shares; provided, however, that the
term "Acquiring Person" shall not include:
(i) the Corporation or any Subsidiary of the Corporation;
(ii) any Person who becomes the Beneficial Owner of 20% or more of the
outstanding Voting Shares as a result of any one or any combination
of:
(A) an acquisition or redemption by the Corporation or a
Subsidiary of the Corporation of Voting Shares, by reducing
the number of Voting Shares increases the percentage of
outstanding Voting Shares Beneficially Owned by such Person to
20% or more of the Voting Shares then outstanding (a "Voting
Share Reduction");
(B) an acquisition of Voting Shares made pursuant to a Permitted
Bid or a Competing Permitted Bid (a "Permitted Bid
Acquisition");
(C) an acquisition of Voting Shares in respect of which the Board
of Directors has waived the application of section 4.1
pursuant to the provisions of subsection 6.1 (b), (c) or (d)
(an "Exempt Acquisition"); or
(D) a Pro Rata Acquisition;
provided, however, that if a Person shall become the Beneficial
Owner of 20% or more of the Voting Shares then outstanding by reason
of one or any combination of a Voting Share Reduction, a Permitted
Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition and
thereafter such Person, while such Person is the Beneficial Owner of
20% or more of the Voting Shares then outstanding, becomes the
Beneficial Owner of any additional Voting Shares that increases its
Beneficial Ownership of Voting Shares by more than 1% of the number
of Voting Shares then outstanding (other than pursuant to one or any
combination of a Voting Share Reduction, a Permitted Bid
Acquisition, an Exempt Acquisition or a Pro Rata Acquisition) then,
as of the date such Person becomes the Beneficial Owner of such
additional outstanding Voting Shares, such Person shall be an
"Acquiring Person";
(iii) for the period of 10 days after the Disqualification Date (as
hereinafter defined), any Person who becomes the Beneficial Owner of
20% or more of the outstanding Voting Shares as a result of such
Person becoming disqualified from relying on
{PAGE}
- 3 -
clause 1.1(d)(viii) hereof because such Person makes or announces an
intention to make a Take-over Bid alone or by acting jointly or in
concert with any other Person and, for this purpose,
"Disqualification Date" means the first date of public announcement
that such Person is making or intends to make a Take-over Bid;
(iv) an underwriter or member of a banking or selling group acting in
such capacity that becomes the Beneficial Owner of 20% or more of
the Voting Shares of the Corporation in connection with a
distribution of securities of the Corporation; or
(v) a Person (a "Grandfathered Person") who is the Beneficial Owner of
more than 20% of the outstanding Voting Shares determined as of the
Record Time; provided, however, that this exemption shall not be,
and shall cease to be, applicable to a Grandfathered Person in the
event that such Grandfathered Person shall, after the Record Time,
become the Beneficial Owner of additional Voting Shares that
increases its Beneficial Ownership of Voting Shares by more than 1%
of the number of Voting Shares then outstanding (other than through
one or any combination of a Voting Share Reduction, a Permitted Bid
Acquisition, an Exempt Acquisition or a Pro Rata Acquisition);
(b) "Affiliate", when used to indicate a relationship with a specified Person,
means a Person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such specified Person;
(c) "Associate" means, when used to indicate a relationship with a specified
Person, a spouse of that Person, any Person of the same or opposite sex
with whom that Person is living in a conjugal relationship outside
marriage, a child of that Person or a relative of that Person if the
relative has the same residence as that Person;
(d) a Person shall be deemed the "Beneficial Owner" of, and to have
"Beneficial Ownership" of, and to "Beneficially Own":
(i) any securities as to which such Person or any of such Person's
Affiliates or Associates is the owner at law or in equity;
(ii) any securities as to which such Person or any of such Person's
Affiliates or Associates has the right to acquire (whether such
right is exercisable immediately or within a period of 60 days
thereafter or upon the occurrence of a contingency) pursuant to any
agreement, arrangement, pledge or understanding, whether or not in
writing, (other than customary agreements with and between
underwriters or banking group or selling group members with respect
to an offering of securities and other than pledges of securities)
or upon the exercise of any conversion right, exchange right, share
purchase right (other than a Right), warrant or option;
(iii) any securities which are Beneficially Owned within the meaning of
the foregoing provisions of this subsection 1.1(d) by any other
Person with whom such Person is acting jointly or in concert;
{PAGE}
- 4 -
provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to have "Beneficial Ownership" of, or to "Beneficially Own",
any security where:
(iv) such security has been deposited or tendered pursuant to a Permitted
Lock-Up Agreement, or is otherwise deposited or tendered, to any
Take-over Bid made by such Person, made by any of such Person's
Affiliates or Associates or made by any Person acting jointly or in
concert with such Person until such deposited security has been
taken up or paid for, whichever shall occur first;
(v) such Person holds such security, provided that:
389379
|
Angiotech Pharma
As referenced in this Shareholder Rights Plan Agreement [Amended 2002]:
ANGIOTECH PHARMACEUTICALS, INC – 5
{FILENAME}o08033orexv4w1.txt
{DESCRIPTION}EXHIBIT 4.1
{TEXT}
{PAGE}
EXHIBIT 4.1
SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED AS OF FEBRUARY 10, 1999
AND AS AMENDED MARCH 5, 2002
BETWEEN
ANGIOTECH PHARMACEUTICALS, INC .
AND
COMPUTERSHARE TRUST COMPANY OF CANADA
AS RIGHTS AGENT
{PAGE}
TABLE OF CONTENTS
ARTICLE I - INTERPRETATION........................................... 2
1.1 CERTAIN DEFINITIONS....................................... 2
1.2 CURRENCY.................................................. 13
1.3 DESCRIPTIVE
_____________
ANGIOTECH PHARMACEUTICALS, INC – ESSENCE....................................... 37
6.19 REGULATORY APPROVALS...................................... 37
{PAGE}
MEMORANDUM OF AGREEMENT made as of the 10th day of February, 1999 and as amended
the 5th day of March, 2002
BETWEEN:
ANGIOTECH PHARMACEUTICALS, INC .
a corporation existing under the laws of British Columbia
(hereinafter called the "Corporation"),
OF THE FIRST PART
AND:
COMPUTERSHARE TRUST COMPANY OF CANADA,
being a trust company existing under
_____________
ANGIOTECH PHARMACEUTICALS, INC – THE HOLDER HEREOF TO
CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED
AS OF THE 10TH DAY OF FEBRUARY, 1999, AS AMENDED (THE "RIGHTS AGREEMENT"),
BETWEEN ANGIOTECH PHARMACEUTICALS, INC . (THE "CORPORATION") AND
COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT, THE TERMS OF WHICH
ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE
INSPECTED
_____________
Angiotech Pharmaceuticals, Inc – shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Rights Agent) as follows:
Angiotech Pharmaceuticals, Inc .
6660 N.W. Marine Drive
Vancouver, British Columbia
V6T 1Z4
Attention: Corporate Secretary
Any notice or demand authorized or required by this Agreement to be given or
made by
_____________
ANGIOTECH PHARMACEUTICALS, INC – The Toronto
Stock Exchange or any other stock exchange.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ANGIOTECH PHARMACEUTICALS, INC .
by: /s/ William L. Hunter
-------------------------------------------------
Chief Executive Officer and Chairman of the Board
-------------------------------------------------
COMPUTERSHARE TRUST COMPANY OF CANADA
by: /s/ Ilenda Buckley
-----------------------------------
Account Manager
-----------------------------------
by: /s/ Marina Reyes
-----------------------------------
Account
_____________
dt 1354581
| |
| Full Doc
| 2005 |
Restricted Stock Units
Restricted Stock Units (10K)
Doc #402721: This document is immediately available for purchase, but does not have a preview available for viewing.
402721
| | |
| Full Doc
| 2005 |
Restricted Stock Grant
Restricted Stock Grant (11K)
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402734
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| 2006 |
Restricted Share Award Agreement
Restricted Share Award Agreement (14K)
Doc #1032042: Click preview link for longer preview.
ADVENTRX Pharmaceuticals, Inc.
Restricted Share Award Agreement
This Restricted Share Award Agreement (this �Agreement�), dated as of ___ ___, 200_, is entered into between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the �Company�), and ___, an individual (�Grantee�).
Background
The Company has established the 2005 Equity Incentive Plan (�Plan�), to provide incentive awards, among other things.
Grantee has performed various services for the Company.
The . . .
1032042
|
ADVENTRX
As referenced in this Restricted Share Award Agreement:
ADVENTRX Pharmaceuticals, Inc – exv10w19
EX-10.19 7 a17942exv10w19.htm EXHIBIT 10.19
Exhibit 10.19
ADVENTRX Pharmaceuticals, Inc .
Restricted Share Award Agreement
This Restricted Share Award Agreement (this Agreement), dated as of ___ ___, 200_, is entered into between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the Company),
_____________
ADVENTRX Pharmaceuticals, Inc – EXHIBIT 10.19
Exhibit 10.19
ADVENTRX Pharmaceuticals, Inc.
Restricted Share Award Agreement
This Restricted Share Award Agreement (this Agreement), dated as of ___ ___, 200_, is entered into between ADVENTRX Pharmaceuticals, Inc ., a Delaware corporation (the Company), and ___, an individual (Grantee).
Background
The Company has established the 2005 Equity Incentive Plan (Plan), to provide incentive awards, among other things.
Grantee
_____________
ADVENTRX Pharmaceuticals, Inc – constitute the entire agreement of the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ADVENTRX Pharmaceuticals, Inc .
Grantee
By:
(sign above this line)
Name:
Its:
Name:
(please print)
SECTION 83(b) ELECTION
When you receive stock from the company in connection with your performance of services
_____________
ADVENTRX Pharmaceuticals, Inc – ADDRESS:
TAXPAYER IDENTIFICATION NO.:
SPOUSE IDENTIFICATION NO.:
TAXABLE YEAR:
2. The property with respect to which the election is made is described as follows:
___ shares of Common Stock of ADVENTRX Pharmaceuticals, Inc . (the Company) received pursuant to a Restricted Share Award Agreement, dated ___, between the Company and the taxpayer.
3. The date on which the property was transferred is: _____
_____________
dt 1437650
| |
Preview
Full Doc
| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (34K)
Doc #1046234: Click preview link for longer preview.
WYETH
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE WYETH [ ] STOCK INCENTIVE PLAN
DATE OF GRANT: [April 21, 2005]
NUMBER OF SHARES SUBJECT
TO AWARD: [####]
___________________________
Name
Address 1
Address 2
The Company hereby awards you restricted stock units (the ?Units?) representing shares of Common Stock in the amount set forth above. The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. The Units shall be converted into shares of Common . . .
1046234
|
Wyeth
As referenced in this Restricted Stock Unit Award Agreement:
WYETH
–
EX-10.3 4 rsu.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
WYETH
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE WYETH [ ] STOCK INCENTIVE PLAN
DATE OF GRANT: [April 21, 2005]
NUMBER OF SHARES SUBJECT
TO AWARD: [####]
___________________________
Name
Address 1
Address 2
_____________
WYETH –
EX-10.3 4 rsu.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
WYETH
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE WYETH [ ] STOCK INCENTIVE PLAN
DATE OF GRANT: [April 21, 2005]
NUMBER OF SHARES SUBJECT
TO AWARD: [####]
___________________________
Name
Address 1
Address 2
The Company hereby awards you restricted stock units (
_____________
Wyeth, – shall, for all purposes hereof, constitute an act of the Committee.
Common Stock means the common stock of the Company, par value $0.33 1/3 per share.
Company means Wyeth, a Delaware corporation.
Conversion Date means the date that is the third anniversary of the Date of Grant.
Date of Grant means the date indicated on the first page
_____________
WYETH
– Common Stock shall not be accelerated, and (B) the Units shall not be cashed out, in each case, unless and until the Committee determines otherwise in accordance with Section 409A.
WYETH
By:_________________________________
Vice President and Treasurer
ACCEPTED AND AGREED TO:
___________________________________________________
________________________________________
Name (Please Print)
Social Security Number
___________________________________________________
________________________________________
Signature
Date of Birth
ANNEX A
TERMS AND CONDITIONS
_____________
dt 1491836
| |
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| 2005 |
Restricted Stock Agreement
Restricted Stock Agreement (27K)
Doc #1047955: Click preview link for longer preview.
QuickLinks
-- Click here to rapidly navigate through this document
Exhibit 10.3
RESTRICTED STOCK AGREEMENT
VERTEX PHARMACEUTICALS INCORPORATED
AGREEMENT made as of the 15th day of February, 2005 (the "Grant Date") between Vertex Pharmaceuticals Incorporated
(the "Company"), a Massachusetts corporation having its principal place of business in Cambridge, Massachusetts and Victor Hartmann (the
"Participant").
WHEREAS,
the Company has adopted the Vertex Pharmaceuticals . . .
1047955
|
Vertex Pharma
As referenced in this Restricted Stock Agreement:
VERTEX PHARMACEUTICALS –
QuickLinks
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Exhibit 10.3
RESTRICTED STOCK AGREEMENT
VERTEX PHARMACEUTICALS INCORPORATED
AGREEMENT made as of the 15th day of February, 2005 (the "Grant Date") between Vertex Pharmaceuticals Incorporated
(the "Company"), a Massachusetts corporation having its principal place of business in
_____________
Vertex Pharmaceuticals – here to rapidly navigate through this document
Exhibit 10.3
RESTRICTED STOCK AGREEMENT
VERTEX PHARMACEUTICALS INCORPORATED
AGREEMENT made as of the 15th day of February, 2005 (the "Grant Date") between Vertex Pharmaceuticals Incorporated
(the "Company"), a Massachusetts corporation having its principal place of business in Cambridge, Massachusetts and Victor Hartmann (the
"Participant").
WHEREAS,
the Company has adopted the Vertex Pharmaceuticals Incorporated 1996
_____________
Vertex Pharmaceuticals – Date") between Vertex Pharmaceuticals Incorporated
(the "Company"), a Massachusetts corporation having its principal place of business in Cambridge, Massachusetts and Victor Hartmann (the
"Participant").
WHEREAS,
the Company has adopted the Vertex Pharmaceuticals Incorporated 1996 Stock and Option Plan (the "Plan") to promote the interests
of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates;
_____________
Vertex
Pharmaceuticals – the terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested, addressed as follows:
If
to the Company:
Vertex
Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, MA 02139
Attention: Legal Department-Corporate
5
If
to the Participant:
At
the Participant's then-current home address
as listed in the Company's
_____________
VERTEX PHARMACEUTICALS – and transmit such information in electronic form.
[SIGNATURE
PAGE FOLLOWS]
7
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
VERTEX PHARMACEUTICALS INCORPORATED
By:
/s/ JOSHUA S. BOGER
Name:
Joshua S. Boger
Title:
Chairman and Chief Executive Officer
PARTICIPANT:
/s/ VICTOR HARTMANN Victor Hartmann
8
EXHIBIT A
CONSENT
OF SPOUSE
I, ,
spouse
_____________
dt 1542378
| |
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Full Doc
| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (20K)
Doc #1065916: Click preview link for longer preview.
4
alorsu.htm
FORM OF REVISED RESTRICTED STOCK UNIT AWARD AGREEMENT
Counsel
ATTENTION:
THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE DIRECTOR
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Members of Alpharma Inc.'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the . . .
1065916
|
Alpharma
As referenced in this Restricted Stock Unit Award Agreement:
Alpharma Inc – AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE DIRECTOR
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Members of Alpharma Inc .'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA)
_____________
Alpharma Inc – AWARD AGREEMENT
(Members of Alpharma Inc.'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc ., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the "Company"), and the Director (defined below), pursuant and subject to the Company'
_____________
ALPHARMA INC – as publicly filed with the Company's securities filings, and with representative Human Resources personnel.
IN WITNESS WHEREOF, this Agreement is executed as of the ___ day of ______, 2005.
ALPHARMA INC .
By:_____________
_______________
[EMPLOYEE]
End of Agreement.
EXHIBIT A
CONSENT OF SPOUSE
I, ____________________________, spouse of _____________________, acknowledge that I have read the Restricted Stock Unit Award Agreement dated
_____________
Alpharma Inc – the meanings assigned to such terms in the Agreement. I am aware that, by its provisions, the Restricted Units owned by my spouse are subject to forfeiture in favor of Alpharma Inc . (the "Company") and that, accordingly, the Restricted Units shall, upon a forfeiture event, be automatically forfeited to the Company, and this may include Restricted Units of which I may
_____________
dt 1545567
| |
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Full Doc
| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (21K)
Doc #1065946: Click preview link for longer preview.
12
ex10_44.htm
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR BOARD OF DIRECTORS
Counsel
ATTENTION:
THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE DIRECTOR
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Members of Alpharma Inc.'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey . . .
1065946
|
Alpharma
As referenced in this Restricted Stock Unit Award Agreement:
Alpharma Inc – AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE DIRECTOR
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Members of Alpharma Inc .'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA)
_____________
Alpharma Inc – AWARD AGREEMENT
(Members of Alpharma Inc.'s Board of Directors)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc ., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the "Company"), and the Director (defined below), pursuant and subject to the Company'
_____________
Alpharma Inc – the meanings assigned to such terms in the Agreement. I am aware that, by its provisions, the Restricted Units owned by my spouse are subject to forfeiture in favor of Alpharma Inc . (the "Company") and that, accordingly, the Restricted Units shall, upon a forfeiture event, be automatically forfeited to the Company, and this may include Restricted Units of which I may
_____________
dt 1545570
| |
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Full Doc
| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (23K)
Doc #1065947: Click preview link for longer preview.
13
ex10_45.htm
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES OUTSIDE OF THE U.S.
Counsel
ATTENTION:
THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE EMPLOYEE
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(For Employees located outside of the United States)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at One Executive Drive, . . .
1065947
|
Alpharma
As referenced in this Restricted Stock Unit Award Agreement:
Alpharma Inc – AWARD AGREEMENT
(For Employees located outside of the United States)
This RESTRICTED STOCK UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc ., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the "Company"), and the Employee (defined below), pursuant and subject to the Company'
_____________
Alpharma Inc – such Restricted Units shall terminate and be of no further force and effect.
(d) Change in Control. In the event that a Change in Control (as defined in the Alpharma Inc . Change in Control Plan, as amended from time to time (the "Change in Control Plan")) occurs, the Restricted Stock Unit Award shall be governed by the Change in Control
_____________
Alpharma Inc – assigned to such terms in the Agreement. I am aware that, by its provisions, the Restricted Stock Unit Award owned by my spouse is subject to forfeiture in favor of Alpharma Inc . (the "Company") and that, accordingly, the Restricted Stock Unit Award, shall, upon a Forfeiture Event, automatically revert to the ownership of the Company, and this may include Restricted Units
_____________
dt 1545571
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Performance Unit Award Agreement
Performance Unit Award Agreement (21K)
Doc #1065949: Click preview link for longer preview.
15
ex10_47.htm
FORM OF PERFORMANCE UNIT AWARD AGREEMENT
Counsel
ATTENTION:
THIS PERFORMANCE UNIT AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE EMPLOYEE
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
PERFORMANCE UNIT AWARD AGREEMENT
This PERFORMANCE UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the "Company"), and the Employee (defined below), pursuant and subject to the . . .
1065949
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Alpharma
As referenced in this Performance Unit Award Agreement:
Alpharma Inc – MANNER DESCRIBED IN SECTION 1(b) BELOW.
PERFORMANCE UNIT AWARD AGREEMENT
This PERFORMANCE UNIT AWARD Agreement (this "Agreement") is made as of the Grant Date (defined below), by and between Alpharma Inc ., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the "Company"), and the Employee (defined below), pursuant and subject to the Company'
_____________
Alpharma Inc – Performance Units shall be as set forth in Section 7 of this Agreement.
(d) Change in Control. In the event that a Change in Control (as defined in the Alpharma Inc . Change in Control Plan, as amended from time to time (the "Change in Control Plan")) occurs, the Performance Unit Award shall be governed by the Change in Control Plan
_____________
dt 1545572
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Stock Grant Agreement
Stock Grant Agreement (13K)
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1180157
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Restricted Stock Agreement
Restricted Stock Agreement (26K)
Doc #1180360: Click preview link for longer preview.
HOLLIS-EDEN PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Hollis-Eden Pharmaceuticals, Inc. (the �Company�) wishes to issue to the Participant (�you�) named in the attached Restricted Stock Grant Notice (�Grant Notice�), and you wish to acquire, shares of the Company�s common stock (the �Common Stock�) from the Company, as set forth in your Grant Notice pursuant to the provisions of the Company�s 2005 Equity Incentive Plan (the �Plan�) as set forth in the Grant Notice. A copy of the Plan is attached to the Grant Notice as . . .
1180360
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Hollis-Eden
As referenced in this Restricted Stock Agreement:
HOLLIS-EDEN PHARMACEUTICALS, INC – Form of Restricted Stock Award Agreement
EX-99.4 6 dex994.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit 99.4
HOLLIS-EDEN PHARMACEUTICALS, INC .
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Hollis-Eden Pharmaceuticals, Inc. (the Company) wishes to issue to the Participant (you) named in the attached Restricted Stock Grant Notice (Grant
_____________
Hollis-Eden Pharmaceuticals, Inc – Restricted Stock Award Agreement
EX-99.4 6 dex994.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit 99.4
HOLLIS-EDEN PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Hollis-Eden Pharmaceuticals, Inc . (the Company) wishes to issue to the Participant (you) named in the attached Restricted Stock Grant Notice (Grant Notice), and you wish to acquire, shares of the Companys common
_____________
Hollis-Eden Pharmaceuticals, Inc – addressed at the following addresses, or at such other address(es) as a party may designate by ten days advance written notice to each of the other parties hereto:
COMPANY:
Hollis-Eden Pharmaceuticals, Inc .
4435 Eastgate Mall, Suite 400
San Diego, CA 92121
Attn: Secretary of the Company
YOU:
Your address as on file with the Companys
Human Resources Department at the time
_____________
Hollis-Eden Pharmaceuticals, Inc – 92121
Attn: Secretary of the Company
YOU:
Your address as on file with the Companys
Human Resources Department at the time notice is given
ESCROW AGENT:
Secretary of the Company
Hollis-Eden Pharmaceuticals, Inc .
4435 Eastgate Mall, Suite 400
San Diego, CA 92121
20. MISCELLANEOUS.
(a) The rights and obligations of the Company under your Award shall be transferable to any one or
_____________
dt 1403711
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Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (16K)
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1180361
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Restricted Stock Agreement
Restricted Stock Agreement (11K)
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Restricted Stock Agreement
Restricted Stock Agreement (5K)
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1199282
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| 2005 |
Restricted Stock Agreement
Restricted Stock Agreement (12K)
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1200115
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| Full Doc
| 2005 |
Restricted Stock Agreement
Restricted Stock Agreement (11K)
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1200116
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| Full Doc
| 2005 |
Restricted Stock Agreement
Restricted Stock Agreement (12K)
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1200118
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Retirement Benefit Agreement
Retirement Benefit Agreement (23K)
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1201949
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