Exhibit 10.2
Version 1 :
AMENDMENT TO RESTRICTED STOCK
AGREEMENT
In accordance with Sections 4.3 and
11.1 of the Unigene Laboratories, Inc. 2006 Stock-Based Incentive
Compensation Plan (the “Plan”), the Board of Directors
of Unigene Laboratories, Inc. (the “Company”) hereby
amends the 2006 Stock-Based Incentive Compensation Plan Restricted
Stock Award Agreement by and between you and the Company, dated as
of [ June 9, 2008 ] [ June 18, 2008 ] [
December 12, 2008 ] [ January 23, 2009 ] (the
“Agreement”), effective with respect to the Agreement
as of the “Grant Date” set forth therein. Capitalized
terms used but not defined herein shall have the meanings set forth
in the Agreement.
In order to ensure that your
Restricted Stock is fully and freely transferable once vested, the
following provision in the Agreement is hereby deleted: “Once
vested, the Restricted Stock will be transferable, without
consideration, to immediate family members (i.e., children,
grandchildren or spouse), to trusts for the benefit of such
immediate family members and to partnerships in which such family
members are the only partner.”
Instead, the Agreement will provide
as follows: “Prior to vesting, the Restricted Stock is not
transferable, except, without consideration, to immediate family
members (i.e., children, grandchildren or spouse), to trusts for
the benefit of such immediate family members and to partnerships in
which such family members are the only partners.”
Except as specifically set forth and
changed herein, the Agreement is reaffirmed and remains unchanged
and in full force and effect.
Please sign and return a copy of
this amendment to the Vice President of Finance indicating your
agreement to the terms of this letter.
Your signature will acknowledge that
this letter reflects our final agreement regarding amendment of
your Award (as defined in the Agreement), supersedes any prior
written or oral agreement, understanding or communication otherwise
regarding your Award, that you have received and reviewed the Plan,
and that you agree to abide by the applicable terms of these
documents.
Very truly yours,
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UNIGENE
LABORATORIES, INC.
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By:
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Date:
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[
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[Title]
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