Exhibit 10.5
NON-EMPLOYEE
DIRECTOR
DEFERRED STOCK
AGREEMENT
[Date]
[Name]
(“Grantee”)
[Address]
[Address]
Dear
:
Adolor Corporation, a Delaware
corporation (the “Company”), and the Grantee hereby
enter into this Deferred Stock Agreement (the
“Agreement”). All capitalized terms used but not
defined herein shall have the meaning ascribed to such terms in the
Adolor Corporation 2003 Stock Based Incentive Compensation Plan, as
amended and restated (the “Plan”).
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1.
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Grant of
Deferred Stock .
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(a) Subject to the terms and
conditions set forth herein and in the Plan, the Company hereby
grants (“Grant”) to Grantee, as of [Date] (the
“Date of Grant”), the right to receive from the Company
shares of the common stock, par value $.0001 per share, of the
Company (the “Deferred Stock”). The Deferred Stock
may not be transferred by Grantee or subjected to any security
interest until the restrictions have lapsed in accordance with the
terms of the Plan and these terms and conditions.
(b) This Grant shall become
null and void unless Grantee shall accept these terms and
conditions by executing this Agreement below and returning it to
Finance within thirty (30) days of the date hereof. By
accepting the Grant, Grantee agrees to be bound by the terms of the
Plan and this Agreement and further agrees that all of the
decisions and determinations of the Committee (as defined in the
Plan) with respect to the Deferred Stock shall be final and
binding. The Company will not issue certificates for any
portion of the Deferred Stock until all of the restrictions on that
portion of the Deferred Stock have lapsed.
(a) Vesting Period
. The restrictions on the Deferred Stock (described in
Paragraph 2(b) below) shall lapse, and the Deferred Stock shall no
longer be forfeitable (as described in Paragraph 3 below), as of
the date that is one day prior to the date on which the
Company’s next succeeding Annual Meeting of Stockholders is
held.
The period during which any portion
of the Deferred Stock actually remains subject to the restrictions
of Paragraph 2(b) below is referred to herein and in the Plan as
the “Restriction Period” for such portion of the
Deferred Stock.
(b) Restrictions on
Transfer; Shares Subject to Forfeiture . Grantee may not
sell, assign, transfer, pledge or otherwise dispose of any portion
of the Deferred Stock at any time during the Restriction Period for
such Deferred Stock. Any attempt to sell, assign, transfer,
pledge or otherwise dispose of the Deferred Stock contrary to the
provisions hereof, and the levy of any execution, attachment or
similar process upon the Deferred Stock, shall be null, void and
without effect.
(c) Certificates
. Unless the shares of Deferred Stock are forfeited pursuant
to Paragraph 3 below, at the end of the Restriction Period
applicable to each portion of the Deferred Stock, Grantee will be
entitled to receive a certificate representing that portion of the
Deferred Stock.
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3.
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Termination of Employment; Death
.
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(a) Should Grantee’s
service as a non-employee director of the Company or one of its
subsidiaries terminate for any reason other than by reason of death
during the Restriction Period, Grantee will forfeit all of the
Deferred Stock as to which the Restriction Period has not expired
on or before the effective date of such termination.
(b) Should Grantee die during
the Restriction Period, all restrictions imposed under
Section 2(b) above with respect to such Deferred Stock shall
lapse and such shares shall become transferable and
nonforfeitable.
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4.
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Privilege
of Stock Ownership .
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Grantee shall not have, with respect
to any Deferred Stock, the right to vote the shares or the right to
receive any cash or other dividends declared thereon, until the
Restriction Period has expired with respect to such Deferred
Stock.
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5.
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Certain
Corporation Transactions .
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The provisions of the Plan
applicable to a Change of Control (as defined in the Plan) shall
apply to the Deferred Stock and, in the event of a Change of
Control, any remaining restrictions on the Deferred Stock
(described in Paragraph 2(b) above) shall lapse, and the Deferred
Stock shall no longer be forfeitable (as described in Paragraph 3
above).
The Grantee shall be required to pay
to the Company, or make other arrangements satisfactory to the
Company to provide for the payment of, any federal, state, local or
other taxes that the Company is required to withhold with respect
to the grant or vesting of the Deferred Stock. Grantee may
make an election to satisfy any income tax withholding obligation
with respect to the
