EXHIBIT 10.93
EXECUTION VERSION
CRITICAL THERAPEUTICS,
INC.
Restricted Stock Agreement
dated as of September 16, 2008
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Name of
Recipient:
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Scott B.
Townsend
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Number of
shares of restricted common stock awarded:
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That number of
shares of the Company’s common stock that will represent one
percent (1.0%) of the outstanding equity, on a fully diluted basis,
of the Company immediately following the closing of the
Company’s merger transaction with Cornerstone BioPharma
Holdings, Inc. and after giving effect to the related reverse stock
split
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148,722
(specific number of shares under foregoing grant language to be
inserted by the Company’s CFO following closing of the
Company’s merger transaction with Cornerstone BioPharma
Holdings, Inc. and confirmed by the parties initials
below)
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Recipient:
/s/
SBT
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Company:
/s/
DP
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Grant
Date:
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The first
business day following the closing date of the Company’s
merger transaction with Cornerstone BioPharma Holdings,
Inc.
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Critical
Therapeutics, Inc. (the “Company”) has selected you to
receive the restricted stock award described above, which is
subject to the provisions of the Company’s 2004 Stock
Incentive Plan, as amended (the “Plan”) and the terms
and conditions contained in this Restricted Stock Agreement (the
“Agreement”). Please confirm your acceptance of this
restricted stock award and of the terms and conditions of this
Agreement by signing a copy of this Agreement where indicated
below.
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CRITICAL
THERAPEUTICS, INC.
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By:
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/s/ Trevor
Phillips
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Name:
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Trevor
Phillips, Ph.D.
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Title:
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President and
CEO
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/s/ Scott B.
Townsend
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Scott B.
Townsend
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1 of 5
CRITICAL THERAPEUTICS,
INC.
Restricted Stock
Agreement
The terms and
conditions of the award of shares of restricted common stock of the
Company (the “Restricted Shares”) made to the
Recipient, as set forth on the cover page of this Agreement, are as
follows:
1.
Issuance of Restricted Shares .
(a)
The Restricted Shares are issued to the Recipient, effective as of
the Grant Date (as set forth on the cover page of this Agreement),
in consideration of employment services rendered and to be rendered
by the Recipient to the Company.
(b)
As promptly as practicable following the Grant Date, the Company
shall issue one or more certificates in the name of the Recipient
for the Restricted Shares. Such certificate(s) shall initially be
held on behalf of the Recipient by the Secretary of the Company.
Following the vesting of any Restricted Shares pursuant to
Section 2 below, the Secretary shall, if requested by the
Recipient, deliver to the Recipient a certificate representing the
vested Restricted Shares. The Recipient agrees that the Restricted
Shares shall be subject to the forfeiture provisions set forth in
Section 3 of this Agreement and the restrictions on transfer
set forth in Section 4 of this Agreement.
Unless otherwise
provided in this Agreement or the Plan, the Restricted Shares shall
vest in accordance with the following vesting schedule: 25% of the
total number of Restricted Shares shall vest on May 1, 2009;
25% shall vest on May 1, 2010; 25% shall vest on May 1,
2011; and 25% shall vest on May 1, 2012. Any fractional number
of Restricted Shares resulting from the application of the
foregoing percentages shall be rounded up to the nearest whole
number of Restricted Shares. Notwithstanding anything to the
contrary in the Plan (including Section 10(b)(3)(b) therein),
the Restricted Shares shall not be subject to accelerated vesting
for any reason in connection with the termination of
Recipient’s employment except as expressly set forth in the
Recipient’s Amended and Restated Employment Agreement (as
amended by First Amendment thereto).
3.
Forfeiture of Unvested Restricted Shares Upon Employment
Termination.
In the event that
the Recipient ceases to be employed by the Company for any reason
or no reason, with or without cause (except as provided in
Section 2 above), all of the Restricted Shares that are
unvested as of the time of such employment termination shall be
forfeited immediately and automatically to the Company, without the
payment of any consideration to the Recipient, effective as of such
termination of employment. The Recipient hereby authorizes the
Company to take any actions necessary or appropriate to cancel any
certificate(s) representing forfeited Restricted Shares and
transfer ownership of such forfeited Restricted Shares to the
Company; and if the Company or its transfer agent requires an
executed stock power or similar confirmatory instrument in
connection with such cancellation and transfer, the Recipient shall
promptly execute and deliver the same to the Company. The Recipient
shall have no further
2 of 5
rights with
respect to any Restricted Shares that are so forfeited. If the
Recipient is employed by a subsidiary of the Company, any
references in this Agreement to employment with the Company shall
instead be deemed to refer to employment with such
subsidiary.
4.
Restrictions on Transfer .
The Recipient
shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively
“transfer”) any Restricted Shares, or any
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