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EXHIBIT 10.2
FIRST AMENDMENT TO RESTRICTED STOCK UNIT
AGREEMENT
PALATIN TECHNOLOGIES, INC.
This First
Amendment (the “Amendment”) is made as of the 26
th day of March, 2008 (the “Amendment
Date”), between Palatin Technologies, Inc., a Delaware
corporation having its principal place of business at 4C Cedar
Brook Drive, Cranbury, New Jersey 08512 (the
“Company”), and [Name of Participant] (the
“Participant”), and serves to amend that certain
Restricted Stock Unit Agreement (the “Agreement”)
between the Company and Participant dated as of October 6, 2006.
The Company and Participant agree to amend the Agreement as
follows:
1.
Definitions and Construction . Capitalized terms used but
not defined herein have the meaning set forth in the Agreement.
Unless the context otherwise requires, reference to the Agreement
or this Agreement shall be construed to mean the Agreement as
amended by this Amendment.
2.
Amendment to Section 2 . Section 2 of the Agreement,
entitled “Vesting of Award”, is deleted in its entirety
and replaced with the following:
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Subject to the
terms and conditions set forth in this Agreement and the Plan, the
Award granted hereby shall vest upon on the earliest of: (a) March
26, 2010, provided that the Participant remains continuously
employed by the Company or an Affiliate through March 26, 2010; (b)
the Date of Termination of the Participant’s employment with
the Company, except (i) in the case of termination for Cause or
(ii) at the election of the Participant and (c) a Change in Control
(as the terms “Date of Termination”, “Change in
Control” and “Cause” and the concept of
termination at the election of the Participant are defined in the
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