Exhibit 10.52
WARNER CHILCOTT HOLDINGS COMPANY,
LIMITED
2005 EQUITY INCENTIVE
PLAN
2006 BONUS SHARE AWARD
AGREEMENT
GRANT TO: [
NAME ]
THIS AGREEMENT (the
“ Agreement ”) is made effective as of
_____________, 2006 1
,
between Warner Chilcott Holdings Company, Limited, a Bermuda
exempted limited company (together with its successors, the “
Company ”), and [ name ], who is an employee of
the Company or one of its Subsidiaries (the “ Grantee
”). Capitalized terms, unless defined in Section 8 or a
prior section of this Agreement, shall have the same meanings as in
the Plan (as defined below).
WHEREAS, in connection with the
Grantee’s employment with the Company or one of its
Subsidiaries, the Company desires to grant to the Grantee a certain
number of Class A ordinary shares, par value $.01, of the
Company (“ Class A Common Shares ”) effective as
of the date of the first underwritten public offering of Shares (an
“ IPO ”) pursuant to an effective registration
statement on Form S-1 (or any successor form under the U.S.
Securities Act of 1933, as amended) occurring on or after the date
hereof (the “ Grant Date ”), subject to the
terms and conditions of this Agreement and the Company’s 2005
Equity Incentive Plan, as amended and restated as of [ date
] (the “ Plan ”).
WHEREAS, the Board of Directors of
the Company has determined that it would be to the advantage, and
in the best interest, of the Company and its shareholders to grant
the Bonus Shares (as defined herein) provided for herein to the
Grantee as a reward for the Grantee’s efforts during his
employment with the Company or one of its Subsidiaries.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1.
Grant of Share
Award.
(a) Grant . Subject to the
terms and conditions of the Plan and this Agreement, the Company
hereby agrees to deliver as of the Grant Date to the Grantee [
number ] Class A Common Shares, which are the “
Bonus Shares ”.
(b) Plan . This award is
granted under the Plan, which is incorporated herein by this
reference and made a part of this Agreement.
Section 2.
Issuance of
Shares.
(a) Share Certificates .
Effective as of the Grant Date, the Company shall cause to be
issued certificates for the Bonus Shares representing this award,
registered in
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Date of Board
resolution or as soon as practicable thereafter.
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the name of the Grantee (or in the names of such
person and his spouse as community property or as joint tenants
with right of survivorship). In connection with the execution of
this Agreement the Grantee shall deliver to the Company a
duly-executed blank share power in the form attached hereto as
Exhibit A-1 .
(b) Share Ownership Rights .
Upon the issuance of the Bonus Shares as of the Grant Date, the
Grantee shall have all voting, dividend and other rights attaching
to the Class A Common Shares comprising the Bonus
Shares.
(c) Withholding . The Company
and the Grantee agree that as of the Grant Date the Company shall
use the executed share power in the form attached hereto as
Exhibit A-1 to effect the transfer to the Company of a
number of Class A Common Shares included among the Bonus
Shares having a Designated Value equal to 45.5% of the aggregate
Designated Value of the Bonus Shares. For these purposes, the
“Designated Value” of the Class A Common
Shares and the Bonus Shares shall be determined using the offering
price of the Class A Common Shares in the IPO. The Company
shall remit to the Internal Revenue Service and appropriate state
revenue agencies, for the credit of the Grantee, an amount of cash
withholding equal to 45.5% of the aggregate of the Designated Value
determined under this paragraph. The Grantee shall be permitted to
submit to the Company an amended Form W-4 (and any other necessary
authorizations or documents) as necessary or appropriate to provide
for the foregoing withholding and remittance.
Section 3 . Employment
Condition. The continued effectiveness of this Agreement and
the Bonus Share award provided under this Agreement is conditioned
upon and subject to the Grantee’s continuation, as of the
Grant Date, in the active employment of the Company or a Subsidiary
of the Company. If the Grantee ceases to remain in such active
employment for any reason (whether at the election of the employer
or the Grantee or due to reasons beyond the control of either),
this Agreement and the Bonus Share award hereunder shall be null
and void and the Grantee shall not be entitled to any consideration
in relation to this Agreement or the Bonus Share award hereunder.
For these purposes, the Grantee shall be deemed to remain actively
employed while absent from work on an employer-approved leave of
absence, a short-term disability leave, a vacation or a temporary
illness that does not constitute a disability.
Section 4.
Securities Law Issues, Transfer
Restrictions.
(a) Except as otherwise set forth in
the Management Shareholders Agreement with respect to the Bonus
Shares, the Company may, but shall not be obligated to, register or
qualify the award of Bonus Shares to the Grantee under the
Securities Act or any other applicable law. The Company shall not
be obligated to take affirmative action to cause the award of Bonus
Shares to the Grantee to comply with any law.
(b) Transfers . All Bonus
Shares shall be subject to the provisions as to Transfer set forth
in Article 3 of the Management Shareholders Agreement. Unless
otherwise permitted pursuant to the Management Shareholders
Agreement, the Grantee shall not Transfer any Bonus Shares
(x) except in compliance with the provisions of Article 3 of
the Management Shareholders Agreement, and (y) unless the
transferee shall have agreed in writing to be bound by the terms of
this Agreement in a manner mutually acceptable to the Board and
otherwise acknowledged that such Bonus Shares are subject to the
restrictions set forth in this Agreement. Any attempt to Transfer
any Bonus Shares
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not in compliance with this Agreement shall be
null and void and have no force or effect, and the Company shall
not, and shall cause any transfer agent not to, give any effect in
such entity’s share records to such attempted Transfer. The
Grantee acknowledges that the transfer restrictions contained in
this Agreement are reasonable and in the best interests of the
Company.
(c) Legend . Each certificate
representing Bonus Shares shall be endorsed with a legend in
substantially in the form set forth in Section 3.03 of the
Management Shareholders Agreement.
Section 5.
No Right of Repurchase. It is
understood and agreed that the Bonus Shares shall not be subject to
the provisions of Article 5 of the Management Shareholders
Agreement with respect to the repurchase of the Bonus Shares by the
Company.
Section 6.
Adjustment of
Shares.
In the event of a Recapitalization
prior to the Grant Date, the terms of this award (including,
without limitation, the number and kind of Class A Common
Shares subject to this award) shall be adjusted as set forth in
Section 13(a) of the Plan. In the event that the Company is a
party to a merger or consolidation, this award shall be subject to
the agreement of merger or consolidation, as provided in
Section 13(b) of the Plan.
Section 7.
Miscellaneous
Provisions.
(a) No Retention Rights .
Nothing in this award or in the Plan shall confer upon the Grantee
any right to continue in Service or interfere with or otherwise
restrict in any way the rights of the Company (or any Subsidiary
employing the Grantee), which rights are hereby expressly reserved
by the Company, to terminate the Grantee’s Service at any
time and for any reason, with or without Cause.
(b) Notices . All notices,
requests and other communications under this Agreement shall be in
writing and shall be delivered in person (by courier or otherwise),
mailed by certified or registered mail, return receipt requested,
or sent by facsimile transmission, as follows:
If to the Company, to:
c/o Warner Chilcott
Holdings
