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EXHIBIT 4.3
THIRD WAVE TECHNOLOGIES, INC.
2000 STOCK PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
Unless otherwise defined herein, the terms defined in the Third
Wave
Technologies, Inc. 2000 Stock Plan (the "Plan") shall have the same
defined
meanings in this Restricted Stock Purchase Agreement (the
"Agreement").
I. NOTICE OF
GRANT
You
have been granted the right to purchase shares of Common Stock
("Shares") of Third Wave Technologies, Inc. (the "Company"),
subject to the
terms and conditions of the Plan and this Agreement, as
follows:
Right to Purchase Granted To:
____________________________(the "Purchaser")
Date of Grant
_____________________________________________
Type of Grant
Restricted Stock Units ("RSUs")
Total Number of RSUs Purchasable
_____________________________________________
Purchase Price per Share
$.001
Total Purchase Price
$____________________________________________
Vesting Schedule:
[Vesting Schedule to be inserted]
II. AGREEMENT
A.
Grant of Right
to Purchase Restricted Stock Units.
The
Plan Administrator of the Company hereby grants to the
Purchaser
named in the Notice of Grant attached as Part I of this Agreement
(the
"Purchaser") the right to purchase Shares, as set forth in the
Notice of Grant,
at the purchase price per share set forth in the Notice
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of Grant, subject to the terms and conditions of the Plan, which is
herein
incorporated by reference. By accepting the RSUs, the Purchaser
hereby accepts
the RSUs described in this Agreement, and agrees to be bound by the
terms of the
Plan and this Agreement. The Purchaser hereby further agrees that
all the
decisions and determinations of the Plan Administrator shall be
final and
binding. Subject to 15(c) of the Plan, in the event of a conflict
between the
terms and conditions of the Plan and the terms and conditions of
this Agreement,
the terms and conditions of the Plan shall prevail.
B.
Purchase Price
of Restricted Stock Units.
Purchaser will make payment for the Shares delivered upon vesting
of
the RSUs based on the Purchase Price per Share as set forth in the
Notice of
Grant. Payment can be made by check or payroll deduction. If
Purchaser is an
Employee, Purchaser agrees, by signing this Agreement, to have the
Purchase
Price deducted from his or her next paycheck at the time of
vesting.
C.
Restricted Stock
Unit Account.
RSUs represent hypothetical shares of Company common stock on a
one-for-one basis, and are not actual shares of stock. The Company
shall
establish and maintain a RSU account, as a bookkeeping account on
its records,
for the Purchaser and shall record in such account the number of
RSUs granted to
the Purchaser. No shares of stock shall be issued to the Purchaser
at the time
the award is made, and the Purchaser shall not be, nor have any of
the rights or
privileges of, a stockholder of the Company with respect to any
RSUs recorded in
the account. The Purchaser shall not have the right to receive any
dividends or
other distributions with respect to hypothetical shares of stock
recorded in the
RSU account. The Purchaser shall not have any interest in any fund
or specific
assets of the Company by reason of this award or the RSU account
established for
the Purchaser.
D.
Delivery of
Shares.
When the RSUs vest (i.e., the restrictions have lapsed), the
Company
will issue to the Purchaser, or the person entitled to receive them
in the event
of the Purchaser's death, one Share for each vested RSU, subject to
Purchaser's
paying the purchase price for the RSUs as described in Section B
and Purchaser's
tax withholding obligations as described in Section E below;
provided that in no
event shall payment be made later than March 15 of the calendar
year following
the calendar year in which the RSUs vest. Neither the Purchaser,
nor the person
entitled to receive delivery of the Shares in the event of the
Purchaser's
death, shall have any of the rights and privileges of a stockholder
with respect
to shares of Company common stock, until certificates for shares
have been
issued or deposited into Purchaser's brokerage account.
The obligation of the Company to deliver Shares shall also be
subject
to the condition that if at any time the Administrator shall
determine in its
discretion that the listing, registration or qualification of the
shares upon
any securities exchange or under any state or federal law
