Exhibit 10.10
Arena Pharmaceuticals, Inc. 2009
Long-Term Incentive Plan
Restricted Stock Grant
Agreement
THIS GRANT AGREEMENT
(this “Agreement”),
effective as of
(the “Grant Date”), is entered into by and between
Arena Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and
(the “Participant”).
1. Grant of Restricted
Stock . The Company
hereby grants to the Participant
restricted shares of common stock of the Company, par value $0.0001
per share (the “Restricted Stock”).
2. Subject to the Plan
. This Agreement is
subject to the provisions of the Arena Pharmaceuticals, Inc. 2009
Long-Term Incentive Plan (the “Plan”), and, unless the
context requires otherwise, terms used herein shall have the same
meaning as in the Plan. In the event of a conflict between the
provisions of the Plan and this Agreement, the Plan shall
control.
3. Vesting .
All of the shares of Restricted
Stock shall initially be unvested. Until shares of Restricted Stock
vest, the Participant may not sell, assign, transfer, pledge, or
otherwise dispose of such shares. Except as otherwise provided in
Sections 5(b) or (c) of this Agreement, provided the
Participant is then any of an Employee, a Consultant or a Director,
the Restricted Stock shall become vested on the following
dates:
Vest Date
Vested Shares
4. Capitalization
Adjustments . The
number of shares of Restricted Stock shall be equitably and
appropriately adjusted as provided in Section 12.2 of the
Plan.
5. Termination of
Employment .
(a) Termination of Employment or
Service Other Than Due to Death or Disability . In the event
the Participant ceases to be in the Company’s continuous
service as any of an Employee, a Consultant or a Director for any
reason other than as a result of death or Disability, the shares of
Restricted Stock that were not vested at the time the Participant
ceases to be in the Company’s continuous service as any of an
Employee, a Consultant or a Director shall be immediately
forfeited.
(b) Death . Upon the
Participant’s death, to the extent the Restricted Stock is
not fully vested the shares of Restricted Stock that would vest on
the next anniversary of the Grant Date following the
Participant’s death shall become vested based on a fraction,
the numerator of which is the number of whole months elapsed since
the prior anniversary of the Grant Date (or, if applicable, the
Grant Date) and the denominator of which is 12.
(c) Disability . In the event
that the Participant ceases to be in the Company’s continuous
service as any of an Employee, a Consultant or a Director by reason
of Disability, to the extent the Restricted Stock is not fully
vested, the shares of Restricted Stock that would vest on the next
anniversary of the Grant Date following the Participant’s
Disability shall become vested based on a fraction, the numerator
of which is the number of whole months elapsed since the prior
anniversary of the Grant Date (or, if applicable, the Grant Date)
and the denominator of which is 12. For purposes of this Agreement,
“Disability” shall mean the Participant’s
becoming disabled within the meaning of Section 22(e)(3) of
the Code, or as otherwise determined by the Committee in its
discretion. The Committee may require such proof of Disability as
the Committee in its sole and absolute discretion deems appropriate
and the Committee’s determination as to whether the
Participant has incurred a Disability shall be final and binding on
all parties concerned.
6. Change in Control;
Corporate Transaction .
(a) Effect of Change in Control
on Restricted Stock . In the event of a Change in Control, the
Surviving Corporation or the Parent Corporation, if applicable, may
assume, continue or substitute for the unvested shares of
Restricted Stock on substantially the same terms and conditions
(which may include replacement with shares of the common stock of
the Surviving Corporation or the Parent Corporation). In the event
of a Change in Control, to the extent the Surviving Corporation or
the Parent Corporation, if applicable, does not assume, continue or
substitute for the unvested shares of Restricted Stock on
substantially the same terms and conditions (which may include
replacement with shares of the common stock of the Surviving
Corporation or the Parent Corporation), all of such unvested shares
of Restricted Stock shall become fully vested immediately prior to
the Change in Control, provided the Participant has been in the
Company’s continuous service since the Grant Date as any of
an Employee, a Consultant or a Director. In the event of a Change
in Control, to the extent the Surviving Corporation or the Parent
Corporation, if applicable, assumes or substitutes for the unvested
shares of Restricted Stock on substantially the same terms and
conditions (which may include replacement with shares of the common
stock of the Surviving Corporation or the Parent Corporation) and
within 24 months following the date of the Change in Control the
Participant ceases to be in the Company’s continuous service
as either of an Employee or Consultant by reason of (i) an
involuntary termination without Cause, or (ii) a voluntary
termination in connection with a Relocation Requirement, all of
such shares of Restricted Stock shall become fully
vested.
For purposes of this Agreement
(i) if the Company is the Surviving Corporation or the Parent
Corporation, if applicable, it shall be deemed to have assumed the
unvested shares of Restricted Stock unless it takes explicit action
to the contrary and (ii) “Relocation Requirement”
shall mean a requirement by the Company, the Surviving Corporation
or an affiliate thereof that the Participant be based anywhere more
than fifty (50) miles from both the Participant’s
primary office location at the time of the Change in Control and
the Participant’s principal residence at the time of the
Change in Control. For purposes of this Agreement, except as
otherwise
-2-
provided in a written employment or severance
agreement between the Participant and the Company or a severance
plan of the Company covering the Participant (inc
