Exhibit 10.3
PHARMACYCLICS, INC.
2004 INCENTIVE AWARD PLAN
RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
Pharmacyclics, Inc., a Delaware
corporation, (the " Company "), pursuant to its 2004
Incentive Award Plan (the " Plan "), hereby grants to
the individual listed below (" Participant "), the
number of shares of the Company's common stock set forth below (the
" Shares "). This Restricted Stock Award is subject
to all of the terms and conditions as set forth herein and in the
Restricted Stock Award Agreement attached hereto as Exhibit
A (the " Restricted Stock Agreement ") (including
without limitation the Restrictions on the Shares set forth in the
Restricted Stock Agreement) and the Plan, each of which are
incorporated herein by reference. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings
in this Grant Notice and the Restricted Stock Agreement.
|
Participant:
|
|
|
Grant Date:
|
|
|
Total Number of Shares of
Restricted Stock:
|
|
|
Purchase Price:
|
|
|
Vesting
Schedule:
|
|
By his or her signature and the
Company's signature below, Participant agrees to be bound by the
terms and conditions of the Plan, the Restricted Stock Agreement
and this Grant Notice. Participant has reviewed the Restricted
Stock Agreement, the Plan and this Grant Notice in their entirety,
has had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of
this Grant Notice, the Restricted Stock Agreement and the Plan.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board or Committee as
administrator of the Plan (the " Administrator ")
upon any questions arising under the Plan, this Grant Notice or the
Restricted Stock Agreement. If Participant is married, his or her
spouse has signed the Consent of Spouse attached to this Grant
Notice as Exhibit B .
|
PHARMACYCLICS,
INC.:
|
PARTICIPANT:
|
|
By:
_____________________
|
By:
_____________________
|
|
Print Name:
_____________________
|
Print Name:
_____________________
|
|
Title:
_____________________
|
|
|
Address:
_____________________
_____________________
_____________________
|
Address:
_____________________
_____________________
|
EXHIBIT A
TO RESTRICTED STOCK AWARD GRANT NOTICE
PHARMACYCLICS, INC. RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the Restricted Stock
Award Grant Notice (the " Grant Notice ") to which
this Restricted Stock Award Agreement (the "
Agreement ") is attached, Pharmacyclics, Inc., a
Delaware corporation (the " Company ") has granted to
Participant the right to receive the number of shares of Restricted
Stock under the 2004 Incentive Award Plan, as amended from time to
time (the " Plan "), as set forth in the Grant
Notice.
ARTICLE I.
GENERAL
1.1
Definitions . All capitalized terms used in this Agreement
without definition shall have the meanings ascribed in the Plan and
the Grant Notice.
1.2 Incorporation
of Terms of Plan . The Award is subject to the terms and
conditions of the Plan which are incorporated herein by reference.
In the event of any inconsistency between the Plan and this
Agreement, the terms of the Plan shall control.
ARTICLE II.
AWARD OF RESTRICTED STOCK
2.1 Award of
Restricted Stock .
(a)
Award . In consideration of the Participant's agreement to
remain in the service or employ of the Company or one of its
Subsidiaries, and for other good and valuable consideration which
the Administrator has determined exceeds the aggregate par value of
the Stock subject to the Award (as defined below), as of the Grant
Date, the Company issues to the Participant the Award described in
this Agreement (the " Award "). The number of shares
of Restricted Stock (the " Shares ") subject to the
Award is set forth in the Grant Notice. The Participant is an
Employee, Consultant or member of the Board.
(b)
Purchase Price; Book Entry Form . The purchase price of the
Shares is set forth on the Grant Notice. The Shares will be issued
in uncertificated form. At the sole discretion of the
Administrator, the Shares will be issued in either (i)
uncertificated form, with the Shares recorded in the name of the
Participant in the books and records of the Company's transfer
agent with appropriate notations regarding the restrictions on
transfer imposed pursuant to this Agreement, and upon vesting and
the satisfaction of all conditions set forth in Section 2.2(c), the
Company shall cause certificates representing the Shares to be
issued to the Participant; or (ii) certificate form pursuant to the
terms of Sections 2.1(c) and (d).
(c)
Legend . Certificates representing Shares issued pursuant to
this Agreement shall, until all restrictions on transfer imposed
pursuant to this Agreement lapse or shall have been removed and new
certificates are issued, bear the following legend (or such other
legend as shall be determined by the Administrator):
A-1
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO
CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER
THE TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED
__________, BY AND BETWEEN PHARMACYCLICS, INC. AND THE REGISTERED
OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR
INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES,
EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT."
(d)
Escrow . The Secretary of the Company or such other escrow
holder as the Administrator may appoint may retain physical custody
of the certificates representing the Shares until all of the
restrictions on transfer imposed pursuant to this Agreement lapse
or shall have been removed; in such event the Participant shall not
retain physical custody of any certificates representing unvested
Shares issued to him.
2.2
Restrictions .
(a)
Forfeiture . Any Award which is not vested as of the date
the Participant ceases to be an Employee or Consultant of the
Company or one of its Subsidiaries or a member of the Board of the
Company shall thereupon be forfeited immediately and without any
further action by the Company. For purposes of this Agreement, "
Restrictions " shall mean the restrictions on sale or
other transfer set forth in Section 3.2 and the exposure to
forfeiture set forth in this Section 2.2(a).
(b)
Vesting and Lapse of Restrict
