Exhibit 10.21
GILEAD SCIENCES,
INC.
2004 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT is made and entered into effective as of the _____ day of
May, 20____ (the “ Award Date ”), by and
between GILEAD SCIENCES, INC., a Delaware corporation (the “
Company ”), and ETIENNE F. DAVIGNON (the
“ Grantee ”). In consideration of the
agreements set forth below, the Company and Grantee agree as
follows:
1. Award . An award of
__________
( )
shares of the Company’s common stock (the “
Restricted Stock ”) is hereby made to the
Grantee, subject to the terms and conditions of this Agreement and
to the provisions of the Gilead Sciences, Inc. 2004 Equity
Incentive Plan, as amended and restated (the “
Plan ”), the terms of which are incorporated by
reference herein.
2. Transfer
Restrictions . The Restricted Stock may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of in any manner at any time
while the Restricted Stock remains subject to the Forfeiture
Restrictions. Notwithstanding the foregoing, the Restricted Stock
may be transferred by will or by the laws of descent and
distribution following the Grantee’s death.
3. Vesting Schedule .
The Restricted Stock shall vest, and cease to be subject to
forfeiture hereunder, upon Grantee’s completion of six
(6) months of Continuous Service (as such term is defined in
the Plan) measured from the Award Date (the “ Vesting
Schedule ”).
4. Forfeiture
Restrictions . Should the Grantee cease Continuous Service
prior to the completion of the Vesting Schedule for any reason
other than those listed in Section 5 below, then the
Restricted Stock shall be forfeited to the Company, without any
consideration due or payable to Grantee, and Grantee shall cease to
have any further right, title or interest in the forfeited
Restricted Stock. This provision is referred to in this Agreement
as the “ Forfeiture Restrictions
.”
5. Lapse of Forfeiture
Restrictions . Notwithstanding the Vesting Schedule or any
other provision contained herein or in the Plan, the Forfeiture
Restrictions shall lapse, and any Restricted Stock shall
immediately vest, prior to the completion of the Vesting Schedule
upon the earliest to occur of the following:
(i) termination of the Grantee’s Continuous Service as a
result of his death or disability (as such term is defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “ Code ”)) or his retirement
at or after age 65; (ii) a Change in Control, as such term is
defined in the Plan; or (iii) an action by the Compensation
Committee of the Company’s Board of Directors (the “
Committee ”), in its sole discretion,
terminating such Forfeiture Restrictions.
6. Stock Certificates
. The Company shall issue a certificate in the Grantee’s name
evidencing the Restricted Stock awarded hereunder. The certificate
shall bear a restrictive legend evidencing the Forfeiture
Restrictions and the transfer restrictions set forth in
Section 2 above. The Company shall cause such certificate to
be delivered upon issuance to the Secretary of the Company as a
depository for safekeeping until forfeiture occurs or the
Forfeiture Restrictions lapse pursuant to the terms of this
Agreement. Upon the lapse of the Forfeiture Restrictions without
forfeiture, the Company shall cause a new certificate without such
restrictive legend to be issued in the name of the Grantee for the
shares as to which the Forfeiture Restrictions have lapsed.
Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of Restricted Stock (whether
subject to restrictions or unrestricted) may be postponed for such
period as may be required to comply with applicable requirements of
any national securities exchange or any requirements under any law
or regulation applicable to the issuance or delivery of such
shares.
7. Rig
