EXHIBIT 10.2
ALLOS THERAPEUTICS, INC.
2008 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT
NOTICE
Allos Therapeutics, Inc. (the “
Company ”), pursuant to
Section 6(b) of the Company’s 2008 Equity Incentive
Plan (the “ Plan ”), hereby awards to
Participant a Restricted Stock Unit Award covering the number of
restricted stock units (the “ RSUs ”) set
forth below (the “ Award ”). This
Award shall be evidenced by a Restricted Stock Unit Award Agreement
(the “ Award Agreement ”). This
Award is subject to all of the terms and conditions as set forth
herein and in the applicable Award Agreement and the Plan, each of
which are attached hereto and incorporated herein in their
entirety.
|
Participant:
|
|
|
|
Date of Grant:
|
|
|
|
Vesting Commencement Date:
|
|
|
|
Number of RSUs:
|
|
|
|
Consideration for Common Stock:
|
|
Participant’s services to the
Company
|
Vesting Schedule : The RSUs shall vest in a series of four
(4) successive equal annual installments over the four
(4)-year period measured from the Vesting Commencement Date,
subject to Participant’s Continuous Service through each such
date.
|
Special Tax Withholding Right:
|
|
¨
|
|
You may direct the Company (i) to withhold,
from shares otherwise issuable upon vesting of the Award, a portion
of those shares with an aggregate fair market value (measured as of
the delivery date) equal to the amount of the applicable
withholding taxes, and (ii) to make a cash payment equal to
such fair market value directly to the appropriate taxing
authorities, as provided in Section 10 of the Award
Agreement.
|
|
|
|
¨
|
|
None
|
Delivery Schedule : Delivery of one share of Common Stock
for each RSU which vests shall occur on the applicable vesting
date, provided that delivery may be delayed as provided in
Section 3 of the Award Agreement.
Additional Terms/Acknowledgements:
The undersigned Participant
acknowledges receipt of, and understands and agrees to, this
Restricted Stock Unit Grant Notice, the Award Agreement and the
Plan. Participant further acknowledges that as of the Date of
Grant, this Restricted Stock Unit Grant Notice, the Award Agreement
and the Plan set forth the entire understanding between Participant
and the Company regarding the award of the RSUs and the underlying
shares of Common Stock pursuant to the Award specified above and
supersede all prior oral and written agreements on that subject
with the exception of (i) Stock Awards previously granted and
delivered to Participant under the Plan, and (ii) the
following agreements only:
|
OTHER AGREEMENTS:
|
[Employment Agreement, if Applicable]
|
|
ALLOS THERAPEUTICS, INC.
|
|
PARTICIPANT
|
|
|
|
|
|
By:
|
|
|
|
|
|
Signature
|
|
Signature
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
Date:
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
ATTACHMENTS
:
Restricted Stock Unit Award
Agreement, and 2008 Equity Incentive Plan
SIGNATURE PAGE TO
RESTRICTED STOCK UNIT GRANT
NOTICE
ATTACHMENT I
ALLOS THERAPEUTICS,
INC.
2008 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Pursuant to your Restricted Stock
Unit Grant Notice (“ Grant Notice ”) and
this Restricted Stock Unit Award Agreement (“
Agreement ”), Allos Therapeutics, Inc.
(the “ Company ”) has awarded you a
Restricted Stock Unit Award pursuant to Section 6(b) of
the Company’s 2008 Equity Incentive Plan (the “
Plan ”) for the number of restricted stock
units (“ RSUs ”) as indicated in the
Grant Notice (collectively, the “ Award
”). Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions
as in the Plan. Subject to adjustment and the terms and
conditions as provided herein and in the Plan, each RSU shall
represent the right to receive one (1) share of Common
Stock.
The details of your Award, in
addition to those set forth in the Grant Notice, are as
follows.
1.
NUMBER OF RSUS AND SHARES OF
COMMON STOCK.
(a)
The number of RSUs subject to your
Award and the number of shares of Common Stock deliverable with
respect to such RSUs may be adjusted from time to time for
Capitalization Adjustments as described in
Section 9(a) of the Plan. You shall receive no
benefit or adjustment to your Award with respect to any cash
dividend or other distribution that does not result from a
Capitalization Adjustment as described in Section 9(a) of
the Plan; provided, however, that this sentence shall not
apply with respect to any shares of Common Stock that are delivered
to you in connection with your Award after such shares have been
delivered to you.
(b)
Any additional RSUs, shares of
Common Stock, cash or other property that becomes subject to the
Award pursuant to this Section 1 shall be subject, in a manner
determined by the Board, to the same forfeiture restrictions,
restrictions on transferability, and time and manner of delivery as
applicable to the other RSUs and Common Stock covered by your
Award.
(c)
Notwithstanding the provisions of
this Section 1, no fractional RSUs or rights for fractional
shares of Common Stock shall be created pursuant to this
Section 1. The Board shall, in its discretion, determine
an equivalent benefit for any fractional RSUs or fractional shares
that might be created by the adjustments referred to in this
Section 1.
2.
VESTING . The RSUs shall vest, if at all, as
provided in the Vesting Schedule set forth in your Grant Notice,
provided that vesting shall cease upon the termination of your
Continuous Service.
3.
DELIVERY OF SHARES OF COMMON
STOCK.
(a)
Subject to the provisions of this
Award Agreement and the Plan, in the event one or more RSUs vests,
the Company shall deliver to you one (1) share of Common Stock
for each RSU that vests on the applicable vesting date.
However, if a scheduled delivery date falls on a date that is not a
business day, such delivery date shall instead fall on the next
following business day.
(b)
Notwithstanding the foregoing, in
the event that you are subject to the Company’s Insider
Trading Policy and related Addendum to Insider Trading Policy
(or any successor policy) and any shares covered by your Award are
scheduled to be delivered on a day (the “
Original
Delivery Date ”) that does not occur during an open
“window period” applicable to you, as determined by the
Company in accordance with such policy, and the Company elects
(i) not to satisfy its tax withholding obligations by
withholding shares of Common Stock from your distribution, and
(ii) not to permit you to enter into a “same day
sale” commitment with a broker-dealer (including but not
limited to a commitment under a previously established
Company-approved 10b5-1 plan), then such shares shall not be
delivered on such Original Delivery Date and shall instead be
delivered on the first business day of the next occurring open
“window period” but in no event later than the later of
December 31st of the calendar year of the Original Delivery
Date, or the fifteenth (15th) day of the third calendar month
following the Original Delivery Date. The form of such
delivery ( e.g. , a stock certificate or electronic entry
evidencing such shares) shall be determined by the
Company.
4.
PAYMENT BY YOU .
This Award was granted in consideration of your services for the
Company. Subject to Section 10 below, except as
otherwise provided in the Grant Notice, you will not be required to
make any payment to the Company (other than your past and future
services for the Company) with respect to your receipt of the
Award, vesting of the RSUs, or the delivery of the shares of Common
Stock underlying the RSUs.
5.
SECURITIES LAW
COMPLIANCE . You
may not be issued any Common Stock under your Award unless either
(i) the shares of Common Stock are then registered under the
Securities Act, or (ii) the Company has determined that such
issuance would be exempt from the registration requirements of the
Securities Act. Your Award must also comply with other
applicable laws and regulations governing the Award, and you shall
not receive such Common Stock if the Company determines that such
receipt would not be in material compliance with such laws and
regulations.
6.
RESTRICTIVE LEGENDS.
The Common Stock issued under
your Award shall be endorsed with appropriate legends, if any,
determined by the Company.
7.
TRANSFER RESTRICTIONS.
Prior to the time that shares
of Common Stock have been delivered to you, you may not transfer,
pledge, sell or otherwise dispose of the shares in respect of your
Award. For example, you may not use shares that may be issued
in respect of your RSUs as security for a loan, nor may you
transfer, pledge, sell or otherwise dispose of such shares.
This restriction on transfer will lapse upon delivery to
