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| EXHIBIT 10.21 |
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FORM OF RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement (the “Agreement”) memorializes the
grant by the Board of Directors to Daniel H. Movens, effective
_________, of restricted common stock (“Restricted
Stock”) of Caraco Pharmaceutical Laboratories, Ltd. (the
“Company”). The grant was made under the
Company’s 1999 Equity Participation Plan (the
“Plan”) and is pursuant to that certain Employment
Agreement dated as of May 2, 2005 between the Company and Mr.
Movens (the “Employment Agreement”). The terms of the
grant are as follows:
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1. |
Grant of Restricted Stock . Set forth below
is the name of the Grantee and the number of shares of Restricted
Stock granted:
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Grantee |
Number of Restricted Shares |
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Daniel H.
Movens |
_________ |
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(a) |
Except as otherwise provided in Paragraph 2(b) below, the
Restricted Stock granted under this agreement shall vest in
accordance with the following schedule, if as of each such date
the Grantee is still employed with the Company:
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Date |
Portion (and
Amount) of
Restricted Stock Which
Vests |
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_-__-__ |
33 1/3% |
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_-__-__ |
33 1/3% |
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_-__-__ |
33 1/3% |
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Except for the vesting restriction which lapses as set
forth above, there are no other restrictions imposed by the Company
on the Restricted Stock.
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(b) |
The Restricted Stock shall also vest ( i.e. , the
vesting restrictions shall lapse) at such times and upon the
occurrence of such events as are set forth in the Employment
Agreement (but shall not automatically vest upon a Change in
Control as set forth in Section 8.3(e) of the Plan).
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3. |
Issuance of Shares . The Restricted
Stock shall be issued in three certificates of ______ shares each
in the name of Grantee. The certificates shall be held by the
Director-Human Resources, together with three assignments separate
from certificate signed in blank by Grantee, each with respect to
______ shares.
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However, as Restricted Stock vests, the certificate(s)
representing the vested shares (together with an applicable
assignment separate from certificate) shall be immediately
delivered to Grantee.
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4. |
Rights of Shareholder . Prior to
delivery of shares of Restricted Stock to Grantee at the time they
vest as set forth in Section 3 above, Grantee shall have voting
rights and shall be entitled to receive dividends and other
distributions. Dividends on other distributions paid in any form
other than cash, however, shall be subject to the same vesting
requirements as set forth in Section 2 above ( e.g. , if a
stock dividend of one share for every 100 shares is declared,
Grantee would be entitled to ___ additional shares with vesting on
each of __-__-__, _-__-__ and _-__-__. Such additional shares would
be held in the same manner as provided in Section 3 above, together
with applicable assignments separate from certificate.
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5. |
Transferability of the Restricted Stock
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(a) |
The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a “Transfer”) the Restricted
Stock or any interest in the Restricted Stock prior to the time it
vests.
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(b) |
At the time Restricted Stock vests, unless such Restricted
Stock is registered under the Securities Act, no holder thereof may
Transfer any such shares without first delivering to the Company an
opinion of counsel (reasonably acceptable in form and substance to
the Company) that neither registration nor qualification under the
Securities Act and applicable state securities law is required in
connection with such Transfer. The Restricted Stock is
currently
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