ATTENTION:
THIS RESTRICTED STOCK AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE EMPLOYEE
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD Agreement (this " Agreement
") is made as of the Grant Date (defined below), by and between
Alpharma Inc., a Delaware (USA) corporation with an address at 440
Route 22 East, 3rd Floor, Bridgewater NJ, 08807 USA (the "
Company "), and the Employee (defined below), pursuant and
subject to the Company's 2003 Omnibus Incentive Compensation Plan
(the " Plan "), on the following terms and conditions:
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DEFINITIONS : The following terms shall have the
following meanings when used in this Agreement.
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" Employee
":
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" Full Vesting
Date ":
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" Grant Date
":
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" Number of
Restricted Shares ":
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" Vesting
Schedule ":
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1.
Grant and Acceptance of Restricted Stock Award .
(a)
The Company hereby grants to the Employee, subject to the
restrictions, forfeiture risks and other terms and conditions set
forth herein and in the Plan, the "Restricted Stock Award", which
shall consist of that Number of Restricted Shares (defined above)
of the Company's Class A Common Stock (the " Shares "
) issued under the Plan in the name of the Employee and bearing the
legend set forth in Section 11 hereto, indicating that such
Shares are subject to the terms of this Agreement.
(b)
The Restricted Stock Award shall not be considered granted unless
and until the Employee accepts the terms of this Agreement in
writing. By so accepting the Restricted Stock Award, the Employee
is memorializing that he or she has accepted the Restricted Stock
Award as of the Grant Date. Thereafter, the Restricted Stock Award
shall vest in accordance with the Vesting Schedule (defined above),
unless earlier accelerated or forfeited as set forth herein. This
Restricted Stock Award shall be considered " Vested "
for all purposes under this Agreement with respect to individual
Shares upon the first date the Restricted Stock Award is vested
with respect to such Shares pursuant to the above schedule. (If the
Company has no record of the Employee's acceptance of the terms of
this Agreement, or any other document required by the Company in
connection with the Restricted Stock Award, the Restricted Stock
Award shall be ineffective and the Employee shall have no rights in
the Restricted Stock Award).
2.
Restrictions / Rights of Company and Employee .
(a)
Vesting of Restricted Stock Award . The Employee shall
become 100% Vested in the Restricted Stock Award on the Full
Vesting Date, subject to the other terms and conditions of this
Agreement, including this Section 2 .
(b)
Forfeiture Rights of the Company Upon Termination . Subject
to the further provisions of this Agreement, and except as
otherwise provided in Section 2(c) below, prior to the Full
Vesting Date, in the event that the Employee ceases to be a
continuing employee of the Company as a result of a termination of
his or her Employment other than as a result of the death,
Disability, or Retirement of the Employee, the entire non-Vested
portion of the Restricted Stock Award shall automatically be
forfeited by the Employee, and shall, with no further action on the
part of the Employee, revert to the full beneficial and record
ownership of the Company (the " Forfeiture Event " ).
(The terms " Employment " , " Retirement
" and " Disability " are defined in Section
3 below.)
(c)
The Death or Disability of the Employee . In the event that
the Employee dies, or an event of Disability of the Employee occurs
prior to the Full Vesting Date, the Employee shall be immediately
100% vested in all of the Shares underlying the entire Restricted
Stock Award granted hereunder and all of the Company's forfeiture
rights under Section 2(b) above (the " Company's
Forfeiture Rights " ) in such Shares shall terminate and be
of no further force and effect.
(d)
The Retirement of the Employee . This Section 2(d)
shall apply in lieu of Section 2(b) in the event that the
Employee terminates employment with the Company as a result of
Retirement prior to the Full Vesting Date. The retired Employee
shall immediately become vested in a pro-rata portion of the Shares
underlying the Restricted Stock Award as follows:
(i)
If the Employee's Retirement date is prior to the first
anniversary of the Grant Date, his entire Restricted Stock Award
shall be forfeited.
(ii)
If the Employee's Retirement date is on or after the first
anniversary of the Grant Date and prior to the second anniversary
of the Grant Date, such retired Employee shall be 1/3 vested in the
Shares underlying his Restricted Stock Award.
(iii) If
the Employee's Retirement date is on or after second anniversary of
the Grant Date and prior to the Full Vesting Date, such retired
Employee shall be 2/3 vested in the Shares underlying his
Restricted Stock Award.
After applying this vesting schedule,
the unvested Shares underlying the Restricted Stock Award shall be
forfeited by the Employee, and shall, with no further action on the
part of the Employee, revert to the full beneficial and record
ownership of the Company.
(e)
Change in Control . In the event that a Change in Control
(as defined in the Alpharma Inc. Change in Control Plan, as amended
from time to time (the " Change in Control Plan " ))
occurs, the Restricted Stock Award shall be governed by the Change
in Control Plan and the provisions of this Agreement that
contradict such Change in Control Plan shall become ineffective.
For the Employee's reference, a copy of the Change in Control Plan
is publicly available as an exhibit to the Company's securities
filings, and is also available for review upon request.
3.
Definitions . For purposes of this Agreement:
(a)
An event of " Disability " shall mean the Employee's
termination in good standing from the employ of the Company for
reasons of disability under the then-established rules of the
Company, consistent with all applicable federal, state and local
(including international) laws.
(b)
An event of " Retirement " shall mean the Employee's
voluntary termination of his or her Employment with the Company on
or after attaining age 55 and completing at least 5 years of
service.
(c)
" Employment " shall mean the continuing status of
the Employee as a full-time permanent salaried or hourly employee
of the Company or another entity so long as that entity is, and at
all relevant times continues to be, an affiliate (as that term is
defined under the regulations of the United States Securities and
Exchange Commission) of the Company. Employment (i) shall
include any period of illness or temporary disability during which
the Employee continues to receive salary pursuant to the policies
of the Company, as in effect from time to time, but (ii) shall
not include any period of time during which the Employee is
receiving salary continuation, payments in lieu of statutory or
other notice, or during a statutory notice period, or other
benefits as a result of the termination of Employment or any leave
of absence of a duration longer than three (3) months.
4.
Location of Certificates During Restriction Period .
(a)
Upon the Employee's acceptance of this Agreement, the Company shall
instruct its stock transfer agent to issue the restricted Shares in
the Employee's name. The stock transfer agent may either make a
"book entry" notation of the Restricted Stock Award, or it may
issue and deliver and deposit with the Secretary of the Company or
his or her delegate (the " Secretary " ) one or more
share certificates representing the Shares.
(b)
Upon the occurrence of a Forfeiture Event, the Company may at
anytime thereafter deliver to the Secretary a certificate executed
by the Company attesting to the fact that a Forfeiture Event has
occurred and, immediately upon receipt of such certificate, the
Secretary is hereby irrevocably authorized by the Employee (without
any further action on the part of the Employee) to take all actions
necessary or appropriate to deliver the forfeited Shares, endorsed
for transfer, to the Company. By accepting this Agreement as set
forth in Section 1(b) above, the Employee hereby appoints the
Secretary as the Employee's true and lawful attorney-in-fact, and
agent with full power of substitution for him or her in any and all
capacities, to assign and transfer such Shares unto the Company,
and to execute with respect to such Shares all documents necessary
or appropriate to make such securities negotiable and to complete
any transaction herein contemplated including, without limitation,
the filing with any applicable state blue sky authority or any
required applications for consent to, or notice of, transfer of the
Shares. The Employee further ratifies and confirms all that said
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
(c)
Upon the occurrence of the Full Vesting Date, (or earlier upon the
vesting of the Restricted Stock Award pursuant to Section
2(c) above), the Secretary shall promptly, upon written
request, deliver to the Employee the certificate or certificates
representing such then-vested Shares, and the Secretary shall be
discharged of all further obligations hereunder with respect to
such Restricted Stock Award.
5.
No Liability . Neither the Company nor the Secretary shall
be liable for any act it may do or omit to do with respect to
holding the Restricted Stock Award in escrow hereunder and while
acting in good faith and in the exercise of its judgment. The
Secretary is expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and
is hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In the event that the Secretary
obeys or complies with any such order, judgment or decree, the
Secretary shall not be liable to any of the parties hereto or to
any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction. The Secretary
shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or
papers deposited or called for hereunder. The Secretary shall be
entitled to employ such legal counsel (which may be counsel to the
Company) and other experts as it may deem necessary in connection
with its obligations hereunder, it may rely upon the advice of such
counsel, and it may cause the Company to pay such counsel
reasonable compensation therefor.
6.
Disputes over Escrow . It is understood and agreed that
should any dispute arise with respect to the delivery and/or
owners
