Savient Pharmaceuticals,
Inc.
Restricted Stock Agreement
(Director Grant)
Granted Under the
Amended and Restated 2004 Incentive Plan
AGREEMENT made [DATE] ,
between Savient Pharmaceuticals, Inc., a Delaware corporation (the
“ Company ”), and [NAME] (the “
Participant ”).
For valuable consideration, including
the Participant’s services to the Company as a member of the
Board of Directors of the Company, the parties hereto agree as
follows:
1. Purchase of Shares
.
The Company shall issue to the
Participant, subject to the terms and conditions set forth in this
Agreement, the Company’s Director Compensation Plan, and in
the Company’s Amended and Restated 2004 Incentive Plan
(together with the Company’s Director Compensation Plan, the
“ Plan ”), [#] shares (the “ Shares
”) of common stock, $0.01 par value, of the Company (“
Common Stock ”). The Shares will be held in book entry
by the Company’s transfer agent in the name of the
Participant for that number of Shares issued to the Participant.
The Participant agrees that the Shares shall be subject to the
forfeiture provisions set forth in Section 2 of this Agreement
and the restrictions on transfer set forth in Section 4 of
this Agreement.
2. Vesting .
(a) In
the event that the Participant ceases to be a member of the Board
of Directors of the Company for any reason or no reason prior to
the Final Vesting Date, as defined below, any Unvested Shares shall
be forfeited immediately and automatically to the Company.
(b) “
Unvested Shares ” means the total number of Shares
multiplied by the Applicable Percentage at the time the Shares are
forfeited. Except as provided in paragraphs (c) through (d) of
this Section 2 and in Section 6(b) below, the “
Applicable Percentage ” shall be (i) 100% during
the three-month period ending on the day before the three month
anniversary of the date hereof, (ii) 75% during the three
month period beginning on the three month anniversary of the date
hereof and ending on the day before the six month anniversary of
the date hereof; (iii) 50% during the three month period
beginning on the six month anniversary of the date hereof and
ending on the day before the nine month anniversary of the date
hereof; (iv) 25% during the three month period beginning on
the nine month anniversary of the date hereof and ending on the day
before the earlier of the one year anniversary of the date hereof
or the Company’s next annual meeting of stockholders, the
“ Final Vesting Date ”; and (v) 100%
beginning on the Final Vesting Date.
(c) Notwithstanding
the foregoing, if the Participant ceases to be a member of the
Board of Directors of the Company prior to the Final Vesting Date,
then the “Applicable Percentage” shall immediately and
thereafter be 100% less the product of 0.00274% times the number of
days that have elapsed after the date hereof and through and
including the Participant’s last day as a member of the Board
of Directors of the Company.
(d) Notwithstanding
the foregoing, if a Change in Control (as defined in the
Company’s Amended and Restated 2004 Incentive Plan) of the
Company occurs, the “Applicable Percentage” shall
immediately and thereafter be 0%.
3. Restrictions on
Transfer .
(a) The
Participant shall not sell, assign, transfer, pledge, hypothecate
or otherwise dispose of, by operation of law or otherwise
(collectively “ transfer ”) any Shares, or any
interest therein, until such Shares have vested, except that the
Participant may transfer such Shares (i) to or for the benefit
of any spouse, children, parents, uncles, aunts, siblings,
grandchildren and any other relatives approved by the Board of
Directors (collectively, “ Approved Relatives ”)
or to a trust established solely for the benefit of the Participant
and/or Approved Relatives, provided that such Shares shall
remain subject to this Agreement (including without limitation the
restrictions on transfer set forth in this Section 3 and the
forfeiture provisions contained in Section 2) and such
permitted transferee shall, as a condition to such transfer,
deliver to the Compan
