Exhibit 10.1
CADENCE PHARMACEUTICALS,
INC.
2006 EQUITY INCENTIVE AWARD
PLAN
RESTRICTED STOCK UNIT AWARD GRANT
NOTICE AND
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Cadence Pharmaceuticals, Inc., a
Delaware corporation (the “ Company ”),
pursuant to its 2006 Equity Incentive Award Plan (the “
Plan ”), hereby grants to the individual listed
below (“ Participant ”), an award of
restricted stock units (“ Restricted Stock
Units ” or “ RSUs ”) with
respect to the number of shares of the Company’s common
stock, par value $0.0001 (the “ Shares
”). This award for Restricted Stock Units (this “
RSU Award ”) is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Unit
Award Agreement attached hereto as Exhibit A (the “
Restricted Stock Unit Agreement ”) and the
Plan, each of which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Grant Notice and the Restricted
Stock Unit Agreement.
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Participant:
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Grant Date:
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Total Number of RSUs:
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Distribution Schedule:
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The RSUs shall
be distributable in accordance with Section 2.1(d) of the
Restricted Stock Unit Agreement.
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Vesting
Schedule:
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TO BE SPECIFIED IN INDIVIDUAL
AGREEMENTS
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By his or her signature and the
Company’s signature below, Participant agrees to be bound by
the terms and conditions of the Plan, the Restricted Stock Unit
Agreement and this Grant Notice. Participant has reviewed the
Restricted Stock Unit Agreement, the Plan and this Grant Notice in
their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands
all provisions of this Grant Notice, the Restricted Stock Unit
Agreement and the Plan. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Plan, this Grant
Notice or the Restricted Stock Unit Agreement.
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CADENCE
PHARMACEUTICALS, INC.
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PARTICIPANT
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By:
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By:
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Print Name:
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Print
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Title:
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Name:
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Address:
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Address:
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EXHIBIT A
TO RESTRICTED STOCK UNIT AWARD
GRANT NOTICE
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Pursuant to the Restricted Stock
Unit Award Grant Notice (the “ Grant Notice
”) to which this Restricted Stock Unit Award Agreement (this
“ Agreement ”) is attached, the Company
has granted to Participant the right to receive the number of RSUs
set forth in the Grant Notice, subject to all of the terms and
conditions set forth in this Agreement, the Grant Notice and the
Plan.
ARTICLE I.
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant
Notice.
(a) “ Termination of
Consultancy ” shall mean the time when the engagement
of the Participant as a Consultant to the Company or to a Parent or
Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge,
death or retirement, but excluding: (i) terminations where
there is a simultaneous employment or continuing employment of the
Participant by the Company or any Parent or Subsidiary, and
(ii) terminations where there is a simultaneous
reestablishment of a consulting relationship or continuing
consulting relationship between the Participant and the Company or
any Parent or Subsidiary. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy, including, but not by way
of limitation, the question of whether a particular leave of
absence constitutes a Termination of Consultancy. Notwithstanding
any other provision of the Plan, the Company or any Parent or
Subsidiary has an absolute and unrestricted right to terminate a
Consultant’s service at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided
otherwise in writing.
(b) “ Termination of
Directorship ” shall mean the time when the
Participant, if he or she is or becomes an Independent Director,
ceases to be a Director for any reason, including, but not by way
of limitation, a termination by resignation, failure to be elected,
death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship with respect to Independent
Directors.
(c) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between the Participant and the
Company or any Parent or Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or
retirement; but excluding: (i) terminations where there is a
simultaneous reemployment or continuing employment of the
Participant by the Company or any Parent or Subsidiary, and
(ii) terminations where there is a simultaneous establishment
of a consulting relationship or continuing consulting relationship
between the Participant and the Company or any Parent or
Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation,
the question of whether a particular leave of absence constitutes a
Termination of Employment.
A-1
(d) “ Termination of
Services ” shall mean the Participant’s
Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable.
1.2 Incorporation of Terms of
Plan . The RSU Award is subject to the terms and conditions of
the Plan which are incorporated herein by reference. In the event
of any inconsistency between the Plan and this Agreement, the terms
of the Plan shall control.
ARTICLE II.
AWARD OF RESTRICTED STOCK
UNITS
2.1 Award of Restricted Stock
Units .
(a) Award . In consideration
of Participant’s continued employment with or service to the
Company or any Parent or Subsidiary thereof and for other good and
valuable consideration, the Company hereby grants to Participant
the right to receive the number of RSUs set forth in the Grant
Notice, subject to all of the terms and conditions set forth in
this Agreement, the Grant Notice and the Plan. Prior to actual
issuance of any Shares, the RSUs and the RSU Award represent an
unsecured obligation of the Company, payable only from the general
assets of the Company.
(b) Vesting . The RSUs
subject to the RSU Award shall vest in accordance with the Vesting
Schedule set forth in the Grant Notice. Unless and until the RSUs
have vested in accordance with the vesting schedule set forth in
the Grant Notice, Participant will have no right to any
distribution with respect to such RSUs. In the event of
Participant’s Termination of Services prior to the vesting of
all of the RSUs, any unvested RSUs will terminate automatically
without any further action by the Company and be forfeited without
further notice and at no cost to the Company. Participant shall not
be deemed to have a Termination of Services merely because of a
change in the capacity in which Participant renders service to the
Company or any Subsidiary or a change in the entity for which
Participant renders such service, unless following such change in
capacity or service Participant is no longer serving as an
Employee, Independent Director or consultant of the Company or any
Subsidiary.
(c) Distribution of Shares
.
(i) Except as provided in
Section 2.1(d), shares of Stock shall be distributed to
Participant (or in the event of Participant’s death, to his
or her estate) with respect to such Participant’s vested RSUs
following the vesting date of the RSUs as specified in the Vesting
Schedule set forth in the Grant Notice, subject to the terms and
provisions of the Plan and this Agreement.
(ii) All distributions shall be made
by the Company in the form of whole shares of Stock.
(iii) Neither the time nor form of
distribution of Stock with respect to the RSUs may be changed,
except as may be permitted by the Committee in accordance with the
Plan and Section 409A of the Code and the Treasury Regulations
thereunder.
(d) Deferral Election
.
(i) If Participant makes a valid
deferral election within thirty days following the Grant Date, then
Participant may elect to defer the timing of receipt of
