RESTRICTED STOCK AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
Exhibit
10.3
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Amicus
Therapeutics, Inc. (the “Company”) and Xxxxxxx X. Xxxxxxxxx (the “Participant”) as
of this 18th day of April, 2011 (the “Effective Date”).
WHEREAS, the Company maintains the Amended and Restated 2007 Equity Incentive Plan (the
“Plan”) for the benefit of its employees, directors and consultants; and
WHEREAS, the Plan permits the grant of Restricted Stock; and
WHEREAS, in order to compensate the Participant for his service to the Company including his
increased responsibilities as Interim Chief Executive Officer, and to further align the
Participant’s financial interests with those of the Company’s stockholders, the Board approved this
Award of Restricted Stock subject to the restrictions and on the terms and conditions contained in
the Plan and this Agreement.
NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the
parties, intending to be legally bound hereby, agree as follows:
1. Award of Restricted Shares. The Company hereby awards the Participant fifty
thousand (50,000) shares of Restricted Stock, subject to the restrictions and on the terms and
conditions set forth in this Agreement (the “Restricted Shares”). The terms of the Plan
are hereby incorporated into this Agreement by this reference, as though fully set forth herein.
Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined
in the Plan.
2. Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to
the Company until they become vested in accordance with this Section 2. While subject to
forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or
transferred in any manner, whether voluntarily or involuntarily by the operation of law.
(a) Provided the Participant remains in continuous service with the Company through the
applicable vesting date, the Restricted Shares will become fully vested upon the earliest of: (i)
October 18, 2012, (ii) two business days following the announcement of preliminary results from the
Company’s ongoing Phase 3 study of Amigal in Fabry disease (AT1001-011), or (iii) subject to
Section 2(b), the date on which the Participant’s employment with the Company ceases due to a
termination by the Company without “Cause” or a resignation by the Participant with “Good Reason.”
For purposes of this Agreement, “Cause” and “Good Reason” will have the meanings
defined in that certain letter agreement between the Participant and the Company dated April 18,
2011 (the “Severance Agreement”).
(b) Vesting of the Restricted Shares pursuant to Section 2(a)(iii) is subject to the
Participant’s compliance with the release requirements described in the Severance Agreement.
Accordingly, for purposes of applying Section 3 to that case, the Restricted Shares will be not be
deemed vested until those release requirements are satisfied in full. If the Participant fails to
satisfy those release requirements in full (e.g., does not timely execute and deliver the requisite
release, revokes the release, etc.), the Restricted Shares will be automatically and immediately
forfeited and the Participant will have no further rights with respect to those shares.
(c) Upon cessation of the Participant’s employment for any reason other than a termination
without Cause or a resignation with Good Reason, any Restricted Shares which then remain
forfeitable will immediately and automatically, without any action on the part of the Company, be
forfeited, and the Participant will have no further rights with respect to those shares.
3. Issuance of Shares.
(a) The Company will cause the Restricted Shares to be issued in the Participant’s name by
issuance of a stock certificate or certificates.
(b) While the Restricted Shares remain forfeitable, the Company will cause an appropriate
stop-transfer order to be issued and to remain in effect with respect to the Restricted Shares. As
soon as practicable following the time that the Restricted Shares become vested (and provided that
appropriate arrangements have been made with the Company for the withholding or payment of any
taxes that may be due with respect to such share), the Company will cause that stop-transfer order
to be removed. The Company may also condition delivery of certificates for Restricted Shares upon
receipt from the Participant of any undertakings that it may determine are appropriate to
facilitate compliance with federal and state securities laws.
(c) The certificate issued in respect of the Restricted Shares will be legended and held in
escrow by the Company’s secretary or his or her designee. In addition, the Participant may be
required to execute and deliver to the Company a stock power with respect to those Restricted
Shares. At such time as those Restricted Shares become vested, the Company will cause a new
certificate to be issued without that portion of the legend referencing the previously applicable
forfeiture conditions and will cause that new certificate to be delivered to the Participant
(again, provided that appropriate arrangements have been made with the Company for the withholding
or payment of any taxes that may be due with respect to such shares).
4. Substitute Property. If, while any of the Restricted Shares remain subject to
forfeiture, there occurs a merger, reclassification, recapitalization, stock split, stock dividend
or other similar event or transaction resulting in new, substituted or additional securities being
issued or delivered to the Participant by reason of the Participant’s ownership of the Restricted
Shares, such securities will constitute “Restricted Shares” for all purposes of this
Agreement and any certificate issued to evidence such securities will immediately be deposited with
the secretary of the Company (or his or her designee) and subject to the escrow described in
Section 3, above.
5. Rights of Participant During Restricted Period. The Participant will have the
right to vote the Restricted Shares and to receive dividends and distributions with respect to the
Restricted Shares; provided, however, that any cash dividends or distributions paid in respect of
the Restricted Shares while those shares remain subject to forfeiture will be placed in escrow with
the secretary of the Company (or his or her designee) and will be delivered to the Participant
(without interest) only if and when the Restricted Shares giving rise to such dividends or
distributions become vested.
6. Securities Laws. The Board may from time to time impose any conditions on the
Restricted Shares as it deems necessary or advisable to ensure that the Restricted Shares are
issued and sold in compliance with the requirements of any stock exchange or quotation system upon
which the shares are then listed or quoted, the Securities Act of 1933 and all other applicable
laws.
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7. Tax Consequences.
(a) The Participant acknowledges that the Company has not advised the Participant regarding
the Participant’s income tax liability in connection with the grant or vesting of the Restricted
Shares. The Participant has had the opportunity to review with his or her own tax advisors
the federal, state and local tax consequences of the transactions contemplated by this Agreement.
The Participant is relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Participant understands that the Participant (and not the
Company) shall be responsible for the Participant’s own tax liability that may arise as a result of
the transactions contemplated by this Agreement.
(b) If the Participant makes an election under Section 83(b) of the Code with respect to the
grant of the Restricted Shares, the Participant agrees to notify the Company in writing on the day
of such election. The amount includible in the Participant’s income as a result of that election
will be subject to tax withholding. The Participant will be required to remit to the Company in
cash, or make other arrangements reasonably satisfactory to the Company for the satisfaction of
such tax withholding amount; failure to do so within three business days of making the Section
83(b) election will result in forfeiture of all the Restricted Shares.
8. The Plan. This Restricted Stock Award is subject to, and the Participant agrees to
be bound by, all of the terms and conditions of the Plan, a copy of which has been provided to the
Participant. Pursuant to the Plan, the Committee is authorized to adopt rules and regulations not
inconsistent with the Plan as it shall deem appropriate and proper. All questions of
interpretation and application of the Plan shall be determined by the Committee and any such
determination shall be final, binding and conclusive.
9. Consent to Electronic Delivery. The Participant hereby authorizes the Company to
deliver electronically any prospectuses or other documentation related to this Agreement, the Plan
and any other compensation or benefit plan or arrangement in effect from time to time (including,
without limitation, reports, proxy statements or other documents that are required to be delivered
to participants in such plans or arrangements pursuant to federal or state laws, rules or
regulations). For this purpose, electronic delivery will include, without limitation, delivery by
means of e-mail or e-mail notification that such documentation is available on the Company’s
intranet site. Upon written request, the Company will provide to the Participant a paper copy of
any document also delivered to the Participant electronically. The authorization described in this
paragraph may be revoked by the Participant at any time by written notice to the Company.
10. Entire Agreement. This Agreement, together with the Plan, represents the entire
agreement between the parties hereto relating to the subject matter hereof, and merges and
supersedes all prior and contemporaneous discussions, agreements and understandings of every
nature.
11. Governing Law. This Agreement will be construed in accordance with the laws of
the State of New Jersey, without regard to the application of the principles of conflicts of laws.
12. Amendment. Subject to the provisions of the Plan, this Agreement may only be
amended by a writing signed by each of the parties hereto.
13. Execution. This Agreement may be executed, including execution by facsimile
signature, in one or more counterparts, each of which will be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
[signature page follows]
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IN WITNESS WHEREOF, the Company’s duly authorized representative and the Participant have each
executed this Restricted Stock Award Agreement on the respective date below indicated.
| AMICUS THERAPEUTICS, INC. |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: Date: |
Executive Chairman April 18, 2011 |
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| XXXXXXX X. XXXXXXXXX |
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| Signature: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Date: April 18, 2011 | ||||
