Exhibit 10.4
PHARMACOPEIA, INC.
RESTRICTED STOCK UNIT
AGREEMENT
This RESTRICTED STOCK UNIT
AGREEMENT, dated as of
(the “Date of Grant”), is delivered by
Pharmacopeia, Inc. (“Pharmacopeia”) to
(the “Grantee”).
RECITALS
The Pharmacopeia, Inc. Amended
and Restated 2004 Stock Incentive Plan (the “Plan”)
provides for the grant of Stock Awards in the form of restricted
stock units in accordance with the terms and conditions of the
Plan. The Compensation Committee of Pharmacopeia’s
Board of Directors (the “Committee”), which administers
the Plan, has decided to make a grant of restricted stock units as
an inducement for the Grantee and to promote the best interests of
Pharmacopeia and its shareholders.
NOW, THEREFORE, the parties to this
Agreement, intending to be legally bound hereby, agree as
follows:
1.
Grant of Restricted Units . Subject to the terms and
conditions set forth in this Agreement and the Plan, Pharmacopeia
hereby grants the Grantee
restricted stock units, subject to the restrictions set forth below
and in the Plan (the “Restricted Units”).
2.
Restricted Unit Account . Each Restricted Unit
represents one hypothetical share of common stock of Pharmacopeia
(“Common Stock”). The Restricted Units represent
hypothetical shares and not actual shares of Common Stock.
Pharmacopeia shall establish and maintain a Restricted Unit account
as a bookkeeping account on its records for the Grantee and shall
record in such account the number of Restricted Units granted to
the Grantee. No shares of Common Stock shall be issued to the
Grantee at the time the grant is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareholder of
Pharmacopeia with respect to any Restricted Units recorded in the
account. The Grantee shall not have any interest in any
specific assets of Pharmacopeia by reason of this award or the
Restricted Unit account established for the Grantee.
3.
Vesting .
(a)
Except as provided in subparagraph 3(b) below, the Restricted
Units shall be subject to forfeiture until the Restricted Units
vest. The Restricted Units shall vest and be payable
according to the following vesting schedule, if the Grantee
continues to be employed by the Company from the Date of Grant
until the applicable vesting date:
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Vesting Date
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Percentage of
Restricted Units Vested
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The vesting of the Restricted Units shall be
cumulative, but shall not exceed 100% of the Restricted
Units. If the foregoing schedule would produce fractional
Units, the number of Restricted Units that vest shall be rounded up
to the nearest whole Restricted Unit.
(b)
The Restricted Units shall become fully vested in the event the
Grantee’s employment with the Company terminates on account
of (i) death, (ii) Disability, (iii) Retirement, or
(iii) involuntary termination of employment by the Company
without Cause. Retirement, Disability and Cause shall have
the meanings given those terms in the Plan.
4.
Termination of Restricted Units . If the
Grantee’s employment with the Company terminates for any
reason, other than as described in subparagraph 3(b) above,
before the Restricted Units vest, any unvested Restricted Units
shall automatically terminate and shall be forfeited as of the date
of the Grantee’s termination of employment. No payment
shall be made with respect to any Restricted Units that terminate
as described in this Section 4.
5.
Payment of Restricted Units .
(a)
When the Restricted Units vest in accordance with Section 3
above (the “Vesting Date”), Pharmacopeia shall issue to
the Grantee one share of Common Stock for each vested Restricted
Unit, subject to tax withholding as described below. Payment
shall be made within 30 days after the Vesting Date.
(b)
All obligations of Pharmacopeia under this Agreement shall be
subject to the rights of Pharmacopeia as set forth in the Plan to
withhold amounts required to be withheld for any taxes, if
applicable. The Grantee shall be required to pay to
Pharmacopeia, or make other arrangements satisfactory to
Pharmacopeia to provide for the payment of, any federal, state,
local or other taxes that Pharmacopeia is required to withhold with
respect to the Restricted Units. The Grantee may elect to
satisfy any tax withholding obligation with respect to Restricted
Units by having shares of Common Stock withheld up to an amount
that does not exceed the minimum applicable withholding tax rate
for federal (including FICA), state, local and other tax
liabilities.
(c) &nbs
