RESTRICTED STOCK AGREEMENT UNDER THE CLINICAL DATA, INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
Exhibit (e)(12)
RESTRICTED STOCK AGREEMENT
UNDER THE CLINICAL DATA, INC.
AMENDED AND RESTATED
2005 EQUITY INCENTIVE PLAN
UNDER THE CLINICAL DATA, INC.
AMENDED AND RESTATED
2005 EQUITY INCENTIVE PLAN
Name of Grantee: |
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Social Security No.: |
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No. of Shares:
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______ Shares of Common Stock | |
Grant Date:
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DATE | |
Vested Shares (from continuous service): |
DATE |
This Restricted Stock Agreement is between Clinical Data, Inc., a Delaware corporation (the
“Company”), and you, the Grantee named above.
This Agreement is effective as of the date of grant indicated above (the “Grant
Date”).
The Company wishes to award to you a number of shares of the Company’s Common Stock, par value
($0.01) (the “Common Stock”), subject to certain restrictions as provided in this
Agreement, in order to carry out the purpose of the Clinical Data, Inc. Amended and Restated 2005
Equity Incentive Plan (the “Plan”).
Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and you hereby agree as follows:
1. Award of Restricted Stock.
The Company hereby grants to you, effective as of the Grant Date, an Award of Restricted Stock
for that number of shares of Common Stock indicated above (the “Shares”), on the terms and
conditions set forth in this Agreement and in accordance with the terms of the Plan.
2. Rights with Respect to the Shares.
With respect to the Shares, you shall be entitled effective as of the Grant Date to exercise
the rights of a shareholder of Common Stock of the Company, including the right to vote the Shares
and the right, subject to Section 8(b) below, to receive dividends on the Shares, unless and until
the Shares are forfeited under Section 5 below. Notwithstanding the foregoing, you shall be
subject to the transfer restrictions in Section 6. Your rights with respect to the Shares shall
remain forfeitable at all times prior to the date or dates on which such rights become vested under
this Agreement.
3. Vesting.
Subject to the terms and conditions of this Agreement, Shares shall become vested in the
amount or amounts set forth herein if you remain in continuous service of the Company or a
Subsidiary until the respective date or dates described in this Agreement. Vesting or becoming
vested entitles you to transfer your Shares, and to retain your Shares after termination of service
with the Company and its Subsidiaries subject to Section 10 below. Shares that vest under this
Agreement are referred to as “Vested Shares.”
4. Change in Control.
In the event of a Change in Control while you are in service hereunder, all of your Shares, to
the extent then unvested shall immediately prior to such Change in Control become Vested Shares.
For purposes of this Agreement, “Change in Control” shall mean (i) any merger or
consolidation of the Company into or with another corporation (except one in which the holders of
capital stock of the Company immediately prior to such merger or consolidation continue to hold at
least a majority of the voting power of the capital stock of the surviving corporation), (ii) any
sale of all or substantially all of the assets of the Company, (iii) any other transaction other
than an equity financing transaction or series of related equity financing transactions pursuant to
or as a result of which a single person (or group of affiliated persons) acquires or holds capital
stock of the Company representing a majority of the Company’s outstanding voting power.
5. Forfeiture.
Your rights to Shares that become Vested Shares shall not be subject to forfeiture. Your
rights to Shares that are not Vested Shares shall be immediately and irrevocably forfeited upon
your termination of service, including the right to vote such Shares and the right to receive cash
dividends on such Shares as provided in Section 8(b) of this Agreement; provided, however, that if
your service terminates due to death, your Shares, to the extent not then vested, will immediately
become Vested Shares. No transfer by will or the applicable laws of descent and distribution of
any Shares which vest by reason of your death shall be effective to bind the Company unless the
Committee administering the Plan shall have been furnished with written notice of such transfer and
a copy of the will or such other evidence as the Committee may deem necessary to establish the
validity of the transfer.
6. Transfer Restrictions.
Notwithstanding anything to the contrary in Section 2 and 3 of this Agreement, the Shares may
not be sold, assigned, transferred, pledged, or otherwise encumbered by you (collectively, the
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“Transfer Restrictions”) during the period commencing on the Grant Date and
terminating at the end of the Restricted Period. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the Transfer Restrictions shall lapse
with respect to any Shares, or to remove any or all such restrictions, whenever the Committee may
determine that such action is appropriate by reason of any changes in circumstances occurring after
the commencement of the Restricted Period.
7. Issuance and Custody of Certificates.
(a) The Company shall cause the Shares to be issued in your name, either by book-entry
registration or issuance of a stock certificate or certificates, which certificate or certificates
shall be held by the Company. The Shares shall be restricted from transfer during the Restricted
Period and shall be subject to an appropriate stop-transfer order. If any certificate is issued,
the certificate shall bear an appropriate legend referring to the restrictions applicable to the
Shares.
(b) If any certificate is issued, you shall be required to execute and deliver to the Company
a stock power or stock powers relating to the Shares.
(c) Upon vesting and upon your request, the Company shall promptly cause your Vested Shares
(less any Shares that may have been withheld to pay taxes) to be delivered to you, free of the
restrictions and/or legend described in Section 7(a) hereof, either by book-entry registration or
in the form of a certificate or certificates, registered in your name or in the names of your legal
representatives, beneficiaries or heirs, as applicable.
8. Distributions and Adjustments.
(a) If any Shares vest subsequent to any change in the number or character of the Common Stock
of the Company without additional consideration paid to the Company (through any stock dividend or
other distribution, recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you
shall then receive upon such vesting the number and type of securities or other consideration which
you would have received if such Shares had vested prior to the event changing the number or
character of the outstanding Common Stock.
(b) Unless the Committee determines otherwise, payment of any cash dividend, additional share
of Common Stock of the Company, any other securities of the Company and any other property
distributed with respect to the Shares shall be deferred until such shares become Vested Shares
(and shall be subject to forfeiture upon forfeiture under Section 5 above of any unvested Shares to
which such deferred dividends relate). Any deferred payments under this Section 8(b) shall be held
by the Company on your behalf and, to the extent practicable, shall be reinvested in Common Stock.
The dividends allocable to the Shares shall be paid to you (without interest) upon the vesting date
for such shares.
9. Taxes.
(a) You acknowledge that you will consult with your personal tax advisor regarding the
federal, state and local tax consequences of the grant of the Shares, payment of dividends on the
Shares, the vesting of the Shares and any other matters related to this Agreement. You are relying
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solely on your advisors and not on any statements or representations of the Company or any of
its agents. You understand that you are responsible for your own tax liability that may arise as a
result of this grant of the Shares or any other matters related to this Agreement. You understand
that Section 83 of the Code treats as taxable ordinary income the fair market value of the Shares
as of the date the Shares vest hereunder. Alternatively, you understand that you may elect to be
taxed at the time the Shares are granted rather than when the Shares vest hereunder by filing an
election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the
Grant Date.
(b) In order to comply with all applicable federal, state or local income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all income and
payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you
at the minimum required withholding rate.
(c) In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee administering the Plan, you may elect to satisfy any applicable tax withholding
obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares
(including property attributable to the Shares described in Section 8(b) above) by:
(i) delivering cash (including check, draft, money order or wire transfer made payable to the
order of the Company),
(ii) having the Company withhold a portion of the Vested Shares having a Fair Market Value
equal to the amount of such taxes, or
(iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the
amount of such taxes. The Company will not deliver any fractional Share but will pay, in lieu
thereof, the Fair Market Value of such fractional Share. Your election must be made on or before
the date that the amount of tax to be withheld is determined.
10. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms of the
Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in
the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise
defined herein. In the event that any provision of this Agreement is inconsistent with the terms
of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee administering the Plan, and such
determination shall be final, conclusive and binding upon all parties in interest.
(b) Integrated Agreement. This Agreement and the Plan constitute the entire
understanding and agreement between you and the Company with respect to the subject matter
contained herein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties between you and the Company with respect to such subject matter
other than those as set forth or provided for herein.
(c) No Right to Employment or Continuation of Service. Nothing in this Agreement or
the Plan shall be construed as giving you the right to be retained or as an employee, officer, or
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director of the Company or a Subsidiary of the Company. In addition, if you are an employee
of the Company, the Company or a Subsidiary of the Company may at any time dismiss you from
employment free from any liability or any claim under this Agreement, unless otherwise expressly
provided in this Agreement.
(d) Securities Matters. The Company shall not be required to deliver any Shares until
the requirements of any federal or state securities or other laws, rules or regulations (including
the rules of any securities exchange) as may be determined by the Company to be applicable are
satisfied.
(e) Headings. Headings are given to the sections and subsections of this Agreement
solely as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Agreement or any provision
hereof.
(f) Saving Clause. If any provision(s) of this Agreement shall be determined to be
illegal or unenforceable, such determination shall in no manner affect the legality or
enforceability of any other provision hereof.
(g) Governing Law. The internal law, and not the law of conflicts, of the State of
Delaware will govern all questions concerning the validity, construction and effect of this
Agreement.
(h) Notices. You should send all written notices regarding this Agreement or the Plan
to the Company at the following address:
Clinical Data, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Executive Vice President and Chief Legal Officer
Xxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Executive Vice President and Chief Legal Officer
(i) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted assigns, and legal
representatives. The Company has the right to assign this Agreement, and such assignee shall
become entitled to all the rights of the Company hereunder to the extent of such assignment.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the Company has executed this Agreement in duplicate as of the day and
year first above written.
| CLINICAL DATA, INC. |
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| By: | ||||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, Chief Legal Officer and Secretary |
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Please indicate your acceptance of the terms and conditions of this Agreement by signing in the
space provided below and returning a signed copy of this Agreement to the Company. IF A FULLY
EXECUTED COPY OF THIS AGREEMENT HAS NOT BEEN RECEIVED BY THE EXECUTIVE VICE PRESIDENT AND GENERAL
COUNSEL OF THE COMPANY, THE COMPANY SHALL REVOKE ALL SHARES ISSUED TO YOU, AND AVOID ALL
OBLIGATIONS, UNDER THIS AGREEMENT.
The undersigned hereby accepts, and agrees to, all terms and provisions of this Agreement.
| GRANTEE |
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| NAME | ||||
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