Exhibit 10.2
RESTRICTED STOCK AWARD AGREEMENT
Progenics Pharmaceuticals, Inc.
2005 Stock Incentive Plan
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This RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") made as of this
_____ day of _______________, 20___, between Progenics Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and ____________________ (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 [ ] 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:
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VESTING DATE NUMBER OF SHARES
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[ ] [ ]
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Section 3. Termination of Employment. 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.
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.
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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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
PROGENICS PHARMACEUTICALS, INC.
By:
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Name:
Title:
PARTICIPANT
By:
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Name:
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