HALOZYME THERAPEUTICS, INC.
RESTRICTED STOCK AGREEMENT
Halozyme
Therapeutics, Inc. has granted to the Participant named in the
Notice of Grant of Restricted Stock (the “ Grant
Notice ”) to which this Restricted Stock Agreement
(the “ Agreement ”) is attached an Award
consisting of Shares subject to the terms and conditions set forth
in the Grant Notice and this Agreement. The Award has been granted
pursuant to the Halozyme Therapeutics, Inc. 2008 Stock Plan (the
“ Plan ”), as amended to the Date of
Grant, the provisions of which are incorporated herein by
reference. By signing the Grant Notice, the Participant:
(a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this
Agreement, the Plan and a Plan prospectus for the Shares in the
form most recently registered with the Securities and Exchange
Commission (the “ Plan Prospectus ”),
(b) accepts the Award subject to all of the terms and
conditions of the Grant Notice, this Agreement and the Plan and
(c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions
arising under the Grant Notice, this Agreement or the
Plan.
1. Definitions and Construction
.
1.1
Definitions. Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Grant
Notice or the Plan.
1.2
Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation
of any provision of this Agreement. Except when otherwise indicated
by the context, the singular shall include the plural and the
plural shall include the singular. Use of the term “or”
is not intended to be exclusive, unless the context clearly
requires otherwise.
All
questions of interpretation concerning the Grant Notice and this
Agreement shall be determined by the Committee. All determinations
by the Committee shall be final and binding upon all persons having
an interest in the Award. Any Officer of a Participating Company
shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein,
provided the Officer has been delegated such authority by the
Committee with respect to such matter, right, obligation, or
election.
3.1
Grant and Issuance of Shares. On the Date of Grant, the
Participant shall acquire and the Company shall issue, subject to
the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares set forth in the Grant Notice. As a
condition to the issuance of the Shares, the Participant shall
execute and deliver to the Company along with the Grant Notice the
Assignment Separate from Certificate duly endorsed (with date and
number of Shares blank) in the form attached to the Grant
Notice.
3.2
No Monetary Payment Required. The Participant is not
required to make any monetary payment (other than applicable tax
withholding, if any) as a condition to receiving the Shares, the
consideration for which shall be past services actually rendered
and/or future services to be rendered to a Participating Company or
for its benefit. Notwithstanding the foregoing, if required by
applicable state corporate law, the Participant shall furnish
consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less
than the par value of the Shares issued pursuant to the
Award.
3.3
Beneficial Ownership of Shares; Certificate Registration.
The Participant hereby authorizes the Company, in its sole
discretion, to deposit the Shares with the Company’s transfer
agent, including any successor transfer agent, to be held in book
entry form during the term of the Escrow pursuant to
Section 6. Furthermore, the Participant hereby authorizes the
Company, in its sole discretion, to deposit, following the term of
such Escrow, for the benefit of the Participant with any broker
with which the Participant has an account relationship of which the
Company has notice any or all Shares which are no longer subject to
such Escrow. Except as provided by the foregoing, a certificate for
the Shares shall be registered in the name of the Participant, or,
if applicable, in the names of the heirs of the
Participant.
3.4
Issuance of Shares in Compliance with Law. The issuance of
the Shares shall be subject to compliance with all applicable
requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance
would constitute a violation of any applicable federal, state or
foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the
Stock may then be listed. The inability of the Company to obtain
from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the
lawful issuance of any Shares shall relieve the Company of any
liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a
condition to the issuance of the Shares, the Company may require
the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.
The
Shares shall vest and become Vested Shares as provided in the Grant
Notice. For purposes of determining the number of Vested Shares
following an Ownership Change Event, credited Service shall include
all Service with any corporation which is a Participating Company
at the time the Service is rendered, whether or not such
corporation is a Participating Company both before and after the
Ownership Change Event.
5. Company Reacquisition Right
.
5.1
Grant of Company Reacquisition Right. In the event that
(a) the Participant’s Service terminates for any reason
or no reason, with or without cause, or (b) the Participant,
the Participant’s legal representative, or other holder of
the Shares, attempts to sell, exchange, transfer, pledge, or
otherwise dispose of (other than pursuant to an Ownership Change
Event), including, without limitation, any transfer to a nominee or
agent of the Participant, any
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Shares which
are not Vested Shares (“ Unvested Shares
”), the Company shall automatically reacquire the Unvested
Shares, and the Participant shall not be entitled to any payment
therefor (the “ Company Reacquisition Right
”).
5.2
Ownership Change Event. Upon the occurrence of an Ownership
Change Event, any and all new, substituted or additional securities
or other property to which the Participant is entitled by reason of
the Participant’s ownership of Unvested Shares shall be
immediately subject to the Company Reacquisition Right and included
in the terms “Shares,” “Stock” and
“Unvested Shares” for all purposes of the Company
Reacquisition Right with the same force and effect as the Unvested
Shares immediately prior to the Ownership Change Event. For
purposes of determining the number of Vested Shares following an
Ownership Change Event, credited Service shall include all Service
with any corporation which is a Participating Company at the time
the Service is rendered, whether or not such corporation is a
Participating Company both before and after the Ownership Change
Event.
6.1
Appointment of Agent. To ensure that Shares subject to the
Company Reacquisition Right will be available for reacquisition,
the Participant and the Company hereby appoint the Secretary of the
Company, or any other person designated by the Company, as their
agent and as attorney-in-fact for the Participant (the “
Agent ”) to hold any and all Unvested Shares
and to sell, assign and transfer to the Company any such Unvested
Shares reacquired by the Company pursuant to the Company
Reacquisition Right. The Participant understands that appointment
of the Agent is a material inducement to make this Agreement and
that such appointment is coupled with an interest and is
irrevocable. The Agent shall not be personally liable for any act
the Agent may do or omit to do hereunder as escrow agent, agent for
the Company, or attorney-in-fact for the Participant while acting
in good faith and in the exercise of the Agent’s own good
judgment, and any act done or omitted by the Agent pursuant to the
advice of the Agent’s own attorneys shall be conclusive
evidence of such good faith. The Agent may rely upon any letter,
notice or other document executed by any signature purporting to be
genuine and may resign at any time.
6.2
Establishment of Escrow. The Participant authorizes the
Company to deposit the Unvested Shares with the Company’s
transfer agent to be held in book entry form, as provided in
Section 3.3, and the Participant agrees to deliver to and
deposit with the Agent each certificate, if any, evidencing the
Shares and an Assignment Separate from Certificate with respect to
such book entry shares and each such certificate duly endorsed
(with date and number of Shares blank) in the form attached to the
Grant Notice, to be held by the Agent under the terms and
conditions of this Section 6 (the “ Escrow
”). Upon the occurrence of an Ownership Change Event or a
change, as described in Section 8, in the character or amount
of any outstanding stock of the corporation the stock of which is
subject to the provisions of this Agreement, any and all new,
substituted or additional securities or other property to which the
Participant is entitled by reason of his or her ownership of the
Shares that remain, following such Ownership Change Event or change
described in Section 8, subject to the Company Reacquisition
Right shall be immediately subject to the Escrow to the same extent
as the Shares immediately before such event. The Company shall bear
the expenses of the Escrow.
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6.3
Delivery of Shares to Participant. The Escrow shall continue
with respect to any Shares for so long as such Shares remain
subject to the Company Reacquisition Right. Upon termination of the
Reacquisition Right with respect to Shares, the Company shall so
notify the Agent and direct the Agent to deliver such number of
Shares to the Participant. As soon as practicable after receipt of
such notice, the Agent shall cause to be delivered to the
Participant the Shares specified by such notice, and the Escrow
shall terminate with respect to such Shares.
(a)
In General. At the time the Grant Notice is executed, or at
any time thereafter as requested by a Participating Company, the
Participant hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees to
make adequate provision for, any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of
the Participating Company, if any, which arise in connection with
the Award, including, without limitation, obligations arising upon
(a) the transfer of Shares to the Participant, (b) the
lapsing of any restriction with respect to any Shares, (c) the
filing of an election to recognize tax liability, or (d) the
transfer by the Participant of any Shares. The Company shall have
no obligation to deliver the Shares or to release any Shares from
the Escrow established pursuant to Sec
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