RESTRICTED STOCK AWARD AGREEMENT Progenics Pharmaceuticals, Inc.
Progenics
Pharmaceuticals, Inc.
2005
Stock Incentive Plan – Grant #
RS0xxx
This RESTRICTED STOCK AWARD AGREEMENT
(this “Agreement”) made as of this DATE, between
Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and
NAME (the
“Participant”), is made pursuant to the terms of the Progenics Pharmaceuticals,
Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used
herein but not defined shall have the meanings set forth in the
Plan.
Section
1. Restricted Stock
Award. The Company grants to the Participant, on the terms and
conditions hereinafter set forth, a restricted stock award with respect to NUMBER shares (the
“Restricted Shares”) of the common stock of the Company, par value $.0013 per
share (the “Common Stock”), effective as of the date hereof (the “Date of
Grant”).
Section
2. Vesting of
Award. Subject to the provisions of Section 3 hereof, the
Restricted Shares shall become vested and nonforfeitable based on the continued
employment of the Participant with the Company or a Subsidiary in accordance
with the following vesting schedule:
|
Vesting
Date
|
Number
of Shares Vested
|
|
|
Incremental
|
Cumulative
|
|
Section
3. Termination of
Employment.
(a) General. Subject to
the following provisions of this Section 3, if the Participant’s employment with
the Company or any Subsidiary is terminated prior to the occurrence of any
otherwise applicable vesting date provided in Section 2 hereof, the Participant
shall (i) forfeit the Participant’s interest in the Restricted Shares that have
not yet become vested, (ii) assign, transfer, and deliver any certificates
evidencing ownership of such shares to the Company, and (iii) cease for all
purposes to be a stockholder with respect to such shares.
(b) Termination without Cause
following a Change in Control. Notwithstanding the provisions of Section
3(a) hereof, in the event of the Participant’s termination of employment by the
Company without “Cause” (as defined below), during the period beginning on the
date of the consummation of a Change in Control (as defined in Section 13.2 of
the Plan) and ending on the first anniversary thereof, the Restricted Shares
shall immediately vest and become nonforfeitable. For the
purposes hereof, “Cause” shall mean: (i) the Participant’s willful and continued
failure to substantially perform the Participant’s duties to the Company; (ii)
the Participant’s conviction for, or plea of nolo contendere to, a felony or any crime
involving moral turpitude; (iii) the Participant’s engagement in any
malfeasance, fraud or dishonesty of a substantial nature in connection with the
Participant’s position with the Company; or (iv) such other willful act by the
Participant that materially damages the reputation of the
Company. Notwithstanding the foregoing, if the Participant is a party
to an employment or similar agreement with the Company or any Subsidiary, the
term “Cause” shall, for the purposes of this Agreement, have the same meaning
set forth in such employment or similar agreement if and to the extent such term
is defined therein.
Section
4. Rights as a
Stockholder. Subject to the otherwise applicable provisions of
this Agreement, the Participant will have all rights of a stockholder with
respect to the Restricted Shares granted to the Participant hereunder both prior
to and following vesting, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto (subject to
tax withholding requirements to the extent provided in Section 9
hereof).
Section
5. Restrictions on
Transfer. Neither this Agreement nor any Restricted Shares
covered hereby may be sold, assigned, transferred, encumbered, hypothecated or
pledged by the Participant, otherwise than to the Company, unless as of the date
of any such sale, assignment, transfer, encumbrance, hypothecation or pledge,
such Restricted Shares to be thus disposed of have become vested in accordance
with Section 2 hereof. The certificate or certificates representing
shares delivered pursuant to this Agreement shall bear a legend referring to the
nontransferability or assignability of such shares pursuant to this Section, and
a stop-transfer order against such certificate or certificates will be placed by
the Company with its transfer agents and registrars. At the
discretion of the Committee, in lieu of issuing a stock certificate to the
Participant, the Company may hold the Restricted Shares in escrow during the
period such shares remain subject to the vesting restrictions and other
restrictions provided hereunder.
Section
6. Investment
Representation. Upon acquisition of the Restricted Shares at a
time when there is not in effect a registration statement under the Securities
Act of 1933 relating to the Common Stock, the Participant hereby represents and
warrants, and by virtue of such acquisition shall be deemed to represent and
warrant, to the Company that the Restricted Shares shall be acquired for
investment and not with a view to the distribution thereof, and not with any
present intention of distributing the same, and the Participant shall provide
the Company with such further representations and warranties as the Company may
require in order to ensure compliance with applicable federal and state
securities, blue sky and other laws. No Restricted Shares shall be
acquired unless and until the Company and/or the Participant shall have complied
with all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction, unless the Committee has received evidence satisfactory to
it that the Participant may acquire such shares pursuant to an exemption from
registration under the applicable securities laws. Any determination
in this connection by the Committee shall be final, binding and
conclusive. The Company reserves the right to legend any certificate
for shares of Common Stock, conditioning sales of such shares upon compliance
with applicable federal and state securities laws and regulations.
Section
7. Adjustments. The
Restricted Shares hereunder shall be subject to the provisions of Section 4.2 of
the Plan relating to adjustments for recapitalizations, reclassifications and
other changes in the Company’s corporate structure.
Section
8. No Right of Continued
Employment. Nothing in this Agreement shall confer upon the
Participant any right to continue as an employee of the Company or any
Subsidiary or to interfere in any way with any right of the Company to terminate
the Participant’s employment at any time.
Section
9. Section 83(b) Election; Tax
Withholding. The Participant may make an election under
Section 83(b) of the Code with respect to the Restricted Shares by filing a copy
of such election with the Company within 30 days of the Date of
Grant. If the Participant makes such an election, the grant of
Restricted Shares shall be conditioned upon the prompt payment by the
Participant to the Company of an amount equal to the applicable federal, state
and local income taxes and other amounts required by law to be withheld (the
“Withholding Taxes”) in connection with such election. If the
Participant does not make an election under Section 83(b) of the Code with
respect to the grant of Restricted Shares, the Participant shall pay to the
Company the Withholding Taxes (i) with respect to the Restricted Shares, upon
the lapse of the vesting restrictions, and (ii) with respect to any payment of
dividends or distributions on any Restricted Shares that have not yet become
vested, upon the payment of such dividends or distributions. The
lapse of such vesting restrictions and the payment of such dividends or
distributions shall be conditioned upon the prior payment of the applicable
Withholding Taxes by the Participant. Subject to the limitations of
applicable law, the Participant hereby consents to the collection of the
Withholding Taxes by the Company from the Participant’s regular paychecks to the
extent necessary to satisfy the obligations of the Participant
hereunder.
Section
10. Notices. Any
notice hereunder by the Participant shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the General
Counsel of the Company. Any notice hereunder by the Company shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Company.
Section
11. Construction. This
Agreement and the Restricted Shares hereunder are granted by the Company
pursuant to the Plan and are in all respects subject to the terms and conditions
of the Plan. The Participant hereby acknowledges that a copy of the
Plan has been delivered to the Participant and accepts the Restricted Shares
hereunder subject to all terms and provisions of the Plan, which is incorporated
herein by reference. In the event of a conflict or ambiguity between
any term or provision contained herein and a term or provision of the Plan, the
Plan will govern and prevail. The construction of and decisions under
the Plan and this Agreement are vested in the Committee, whose determinations
shall be final, conclusive and binding upon the Participant.
Section
12. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, excluding the choice of law
rules thereof.
Section
13. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument.
Section
14. Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the legatees, distributees, and personal representatives of the
Participant and the successors of the Company.
Section
15. Entire
Agreement. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof, merging any and all prior agreements.
[SIGNATURES
ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement effective as of the date first above
written.
PROGENICS PHARMACEUTICALS,
INC.
By: ______________________________
Xxxxxx X.
XxXxxxxx
Chief
Financial Officer
Senior Vice President, Finance and
Operations
OPTIONEE
____________________________________
Signature of
Optionee Date
____________________________________
Print Name
