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Exhibit 10.1
COVANCE INC.
RESTRICTED STOCK AGREEMENT
2002 Employee Equity Participation Plan
(2007 Retention Incentive Award)
RESTRICTED STOCK AGREEMENT dated as of February 22, 2007 (the
"Agreement") between COVANCE INC., a Delaware corporation
("Company"), located at 210 Carnegie Center, Princeton, New Jersey
08540, and Joseph Herring (the "Employee").
W I T N E
S S E T H :
A.
WHEREAS, the Employee is currently employed by the Company, or a
corporation which is a "subsidiary corporation" within the meaning
of Section 424(f) of the Internal Revenue Code of 1986, as amended,
modified or supplemented from time to time ("Code") or which is an
entity in which the Company holds beneficially at least fifty
percent (50%) of the ownership interest (each, a "Subsidiary
Company"), in an important executive, managerial or technical
capacity.
B.
WHEREAS, the Company desires to have the Employee remain in the
employment of the Company or a Subsidiary Company and to afford the
Employee the opportunity to acquire, or enlarge the
Employee’s stock ownership in the Company so that the
Employee may have a direct proprietary interest in the
Company’s success.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements set forth below, and for other good and
valuable consideration, receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1. Grant of Shares . Subject to the
terms and conditions of the Employee Equity Participation Plan (as
amended, modified or supplemented from time to time, the "Plan")
and this Agreement, the Company hereby grants ("Grant") to the
Employee, as of the date of this Agreement ("Grant Date") 33,500
shares of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company.
2. Vesting of Restricted Shares; Rights.
(a) The Shares shall vest on February 22, 2012.
(b) Subject to the terms and conditions of this
Agreement, Employee shall have all rights relating to the Shares,
including the right to vote and collect dividends as declared and
paid by the Company, subject to appropriate withholding to satisfy
applicable tax requirements.
3. Termination .
(a) The Grant with respect to any unvested Shares shall be
forfeited and be of no further force or effect upon the termination
of the Employee’s employment, for any reason, with the
Company, except in the case of his death, disability (as defined
22(e)(3) of the Code) or his retirement with the consent of the
Company, in which case all unvested Shares shall thereupon
immediately vest.
(b) If the Employee shall be transferred from the
Company to a Subsidiary Company, or from a Subsidiary Company to
the Company, or from a Subsidiary Company to a Subsidiary Company,
his employment shall not be deemed to be terminated by reason of
such transfer. The unvested portion of the Shares shall
terminate immediately if, while the Employee is employed by a
Subsidiary Company, such Subsidiary Company shall cease to be a
Subsidiary Company and the Employee is not thereupon transferred to
and employed by the Company or another Subsidiary Company.
4. Construction. Whenever the word
"Employee" is used in any provision of this Agreement in
circumstances where the provision should logically be construed to
apply to the estate, personal representative, or beneficiary to
whom this Grant may be transferred by Will, by the laws of descent
and distribution, or by a qualified domestic relations order
pursuant to the Code or Title I of the Employment Retirement Income
Security Act of 1974, as amended, modified or supplemented from
time to time ("ERISA"), it shall be deemed to include such
person.
5. Registration of Shares; Restrictions on
Transfer . (a) The number of Shares granted shall
be registered in the name of the Employee, but the Employee shall
not be entitled to receive the Shares until the Shares have vested.
Until the Shares have vested and the Employee has received
the Shares, the Employee may not give, grant, sell, exchange,
transfer legal title, pledge, assign or otherwise encumber or
dispose of any unvested Shares granted pursuant to the Plan or any
interest therein or this Agreement, otherwise than by Will, the
laws of descent and distribution or by a qualified domestic
relations order pursuant to the Code or Title I of ERISA.
(b) No assignment or transfer of any unvested
Shares, or of the rights represented thereby or this Agreement,
whether voluntary or involuntary, by operation of law or otherwise
(except by Will, the laws of descent and distribution, or a
qualified domestic relations order pursuant to the Code or Title I
of ERISA), shall vest in the assignee or transferee any interest or
right herein whatsoever. Further, immediately upon any
attempt to assign or transfer any unvested Shares granted pursuant
to this Agreement, the Grant shall immediately terminate and be of
no further force or effect (except by Will, the laws of descent and
distribution, or a qualified domestic relations order pursuant to
the Code or Title I or ERISA).
6. Powers. The existence of this Grant
shall not affect in any way the right or power of the Company or
its stockholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prio
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