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Exhibit 10.1
CELSION CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS STOCK AGREEMENT (this "Agreement") is made and entered into
as of the day of
, by and between CELSION CORPORATION (the "Corporation"), a
Delaware corporation, and
, an individual employed by or performing services for the
Corporation ("Grantee").
ARTICLE 1
GRANT OF OPTION
Section 1.1 Grant of Restricted Stock . Subject to
the provisions of this Agreement, and pursuant to the provisions of
the Celsion Corporation 2004 Stock Incentive Plan (the "Plan"), the
Corporation hereby grants to Grantee, as of the Grant Date
specified in Attachment A, a Restricted Stock (the "Grant") of the
type stated in Attachment A to require all or any part of the
number and class of shares of Common Stock set forth on Attachment
A ("Shares").
ARTICLE 2
VESTING
Section 2.1 Vesting Schedule . Subject to earlier
termination or acceleration in accordance with the remaining
provisions of this Agreement, the Plan or otherwise, the Grant will
vest on the dates (each, a "Vesting Date"), and with respect to the
number of Shares, specified in Attachment A, provided that
the Shares subject to vesting on a particular Vesting Date shall so
vest only if Grantee shall have been in the continuous employ of or
affiliation (as a consultant or director) with the Corporation from
the Grant Date through such Vesting Date.
Section 2.2 Acceleration Upon Change of
Control . Notwithstanding any language to the contrary
contained herein, if this Agreement is in effect at the time of the
occurrence of a "Change of Control" event, all Grant granted
hereunder not then vested shall automatically fully vest and become
immediately exercisable simultaneously with the occurrence of such
Change of Control event. For purposes of this Agreement, "Change of
Control" event, means (A) if any Person, or combination of
Persons (as hereinafter defined), or any affiliate of any of the
above, is or becomes the "beneficial owner" (as defined in
Rule l3d-3 promulgated under the Securities Exchange Act of
1934) directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the total
number of outstanding shares of common stock of the Corporation;
(B) if individuals who, on the date of this Agreement,
constitute the Board (the "Incumbent Directors") cease, for any
reason, to constitute at least a majority thereof, provided
that any new director whose election was approved by a vote of at
least seventy-five percent (75%) of the Incumbent Directors
(or directors theretofore approved by the Incumbent Directors)
shall be treated as an Incumbent Director; or (C) the
Corporation sells substantially all of its assets to a purchaser
other than a subsidiary. For purposes hereof, "person" shall mean
any individual, partnership, joint venture, association, trust, or
other entity, including a "group" deemed to be so for purposes of
Section 3(d)(3) of the Securities Exchange Act of 1934.
ARTICLE 3
TERMINATION OF EMPLOYMENT
Section 3.1 Unvested Portion. Subject to earlier
termination in accordance with the remaining provisions of this
Agreement, the Plan or otherwise, the unvested portion of the Grant
shall terminate upon termination of Grantee’s employment by
or affiliation (as a consultant or director) with the Corporation
for any reason.
ARTICLE 4
MISCELLANEOUS
Section 4.1 Non-Guarantee of Employment . Nothing in
the Plan or this Agreement shall be construed as an employment,
consulting or similar services contract between the Corporation (or
an affiliate) and Grantee, or as a contractual right of Grantee to
continue as an employee or, consultant to the Corporation (or an
affiliate) or in any similar capacity, or as a limitation of the
right of the Corporation (or an affiliate) to discharge
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