Award Vesting. The Company hereby awards to Holder, and Holder hereby accepts, as of the Date of Award, the number of Restricted Stock Units (the “Units”) indicated below. The Units shall be subject to all of the terms and conditions set forth in this Agreement, including the restrictions imposed pursuant to Section 3 hereof. Holder: Date of Award: Number of Restricted Stock Units: Vesting Schedule: Holder must be an employee on the date the Units vest pursuant to the above Vesting Schedule in order to receive any shares of Common Stock pursuant to Section 4(b).
Award Vesting. (a) Executive is hereby granted the Award, which shall vest and become payable as follows:
i. The Award shall vest and become payable in three equal installments on each of January 2, 2008, January 2, 2009 and January 2, 2010 (each, a “Vesting Date”), subject to Executive’s continuing to be employed by or provide service to the Company through each such Vesting Date and, with respect to the Contingent Portion (as defined below), the satisfaction of the performance conditions set forth in subsection (ii) below. Payment of each vested installment shall be made to Executive in a lump sum payment on the second business day following each Vesting Date.
ii. Notwithstanding the foregoing, the vesting and payment of 25% of the Award (the “Contingent Portion”) shall be contingent upon receipt by the Company, on or before December 31, 2007, of the Trexima Approval (as defined below). If the Trexima Approval is received or before December 31, 2007, the Contingent Portion shall vest and become payable on each Vesting Date as described in subsection (i) above. If the Trexima Approval is not received on or before December 31, 2007 or if the Trexima Approval is received on or before December 31, 2007, but Executive has ceased to be employed by or provide service to the Company on such date, the entire Contingent Portion shall be immediately forfeited, and Executive acknowledges and agrees that he shall have no right or entitlement to receive the Contingent Portion in such event.
(b) For purposes of this Section 1, and Sections 2 and 3: (i) the term “Trexima Approval” shall mean an action letter from the U.S. Food and Drug Administration indicating approval of the New Drug Application for Trexima, the proposed brand name for the combination of GlaxoSmithKline’s sumatriptan and naproxen sodium in a single tablet being developed by the Company for the acute treatment of migraine pursuant to a development and commercialization agreement with GlaxoSmithKline; and (ii) the term “employed by, or provide service to the Company” shall have the meaning given to such term in the POZEN Inc. 2000 Equity Compensation Plan, as amended and restated (the “Plan”).
Award Vesting. (a) The Cash Incentive Award shall be unearned and unvested unless and until it becomes earned and vested and nonforfeitable in accordance with this Section 3. The Cash Incentive Award shall vest and be earned and payable as follows: (i) 1/3 on the Trigger Event Date; (ii) an additional 1/3 on the first anniversary of the Trigger Event Date; and (iii) the final 1/3 on the second anniversary of the Trigger Event Date. Any portion of the Cash Incentive Award granted pursuant to this Agreement that becomes earned in accordance with this Agreement shall be referred to herein as “Earned Cash Incentive Award.”
(b) Notwithstanding the foregoing, the Cash Incentive Award shall automatically become earned and vested in full upon a Termination of Service following the Trigger Event Date under any of the following circumstances: (i) by the Executive for Good Reason; (ii) by the Company Group member employing the Executive without Cause; (iii) due to the Executive’s Disability; or (iv) due to the Executive’s death. In the event a Termination of Service occurs on or before the Trigger Event Date for one of the reasons described in this Section 3(b), the Cash Incentive Award shall become earned and vested in full upon the Trigger Event Date. For purposes hereof,
Award Vesting. No Award Amount will be payable to you hereunder unless the Award is vested. The Award will vest in the following circumstances:
Award Vesting. (a) The Company, effective as of the date of this Agreement, hereby grants to the Recipient, and the Recipient hereby accepts from the Company, upon the terms and subject to the conditions, limitations and restrictions set forth in this Agreement and the Plan, restricted stock units (the “Restricted Stock Units”) convertible into 22,026 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share.
(b) Subject to the acceleration and forfeiture provisions set forth below, 33-1/3% of the Restricted Stock Units shall vest and be converted into Shares on [February 19, ] [September 19, ], 33-1/3% shall vest and be converted into Shares on [February 19, ] [September 19, ] and the remaining portion of the Restricted Stock Units shall vest and be converted into Shares on [February 19, ] [September 19, ]. Any portion of the Restricted Stock Units which is not vested or does not vest on Recipient’s “Termination Date” (as such term is defined in the Retention Agreement) shall be immediately forfeited and Recipient shall retain no residual rights therein whatsoever.
(c) As used herein, (i) an “Acceleration Event” shall mean Recipient’s death or “Disability” (as such term is defined in the Retention Agreement) or the occurrence of an event requiring the acceleration of the vesting and conversion of the Award under the Change in Control Agreement and (ii) a Qualifying Termination shall mean any termination of Recipient’s employment with the Company that is not an Acceleration Event or a termination described in Section 3(b) of the Retention Agreement.
Award Vesting. The Company hereby awards to Holder, and Holder hereby accepts, as of the Date of Award, the number of shares of Common Stock indicated below (the “Restricted Stock”) for the purchase price per share, if any, indicated below. The Restricted Stock shall be subject to all of the terms and conditions set forth in this Agreement, including the restrictions imposed pursuant to Section 2 hereof. Holder: _____________________________ Date of Award: ___________, 200__ Number of shares of Restricted Stock: _____________ Purchase Price per share: none Vesting Schedule: __________ shares on ___________, 200___ __________ shares on ___________, 200___ __________ shares on ___________, 200___ Stock Incentive Plan: ______________ Holder must be a Director on the date the Restricted Stock would otherwise vest pursuant to the above Vesting Schedule.
Award Vesting. Subject to (1) the release set forth in Section 6 becoming Irrevocable following the Separation Date in accordance with Section 8, (2) the Employee’s continued employment in good standing and in accordance with Section 1(a)-(b) through the Separation Date, (3) the Employee’s continued service in good standing and in accordance with Section 2(a)-(b) through the end of the Consulting Period and (4) the Employee’s continued compliance with the restrictive covenants set forth in Section 5 through the applicable vesting dates, if applicable:
Award Vesting. The Company hereby awards to Holder, and Holder hereby accepts, as of the Date of Award, the number of shares of Common Stock indicated below (the “Restricted Stock”) for the purchase price per share, if any, indicated below. The Restricted Stock shall be subject to all of the terms and conditions set forth in this Agreement, including the restrictions imposed pursuant to Section 2 hereof. Date of Award: ___________, 200__ Number of shares of Restricted Stock: _____________ Purchase Price per share: none Vesting Schedule: __________ shares on ___________, 200___ __________ shares on ___________, 200___ __________ shares on ___________, 200___ Stock Incentive Plan: ______________ Holder must be an Employee on the date the Restricted Stock would otherwise vest pursuant to the above Vesting Schedule. As used herein, Holder will be an “Employee” so long as he or she is employed on either a full-time or part-time basis by the Company or one of its subsidiaries.
Award Vesting. The Award granted under this Agreement will vest on [insert date] only if the Employee is employed by the Company or any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (each, a “Subsidiary”) on such date. If the Award vests in accordance with the foregoing sentence, the actual amount of the Award payable to the Employee upon such vesting will be subject to the performance-related terms and conditions determined by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”).
Award Vesting. (a) Subject to Participant’s continued service to the Company or a Subsidiary on each applicable vesting date and subject to the terms of this Award Agreement (including Section 2.2), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice.
(b) Notwithstanding the Grant Notice or the provisions of Section 3.1(a), if Participant incurs a Termination of Service due to Participant’s death or a Termination of Service by the Company due to Participant’s Disability (as defined below), all RSUs that have not become vested on or prior to the date of such Termination of Service will fully vest upon such Termination of Service. “Disability” means Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months.
