Exhibit 10.3
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED
STOCK AGREEMENT (this “Agreement”) is made as of the
day of
between
(“Recipient”) and deCODE genetics, Inc. (the
“Corporation”).
WHEREAS, on
,
the Administrator approved the issuance of restricted stock
pursuant to the terms and conditions of this Agreement and subject
to the provisions of the Corporation’s 2006 Equity Incentive
Plan, as amended from time to time (the
“Plan”);
NOW, THEREFORE, it
is agreed as follows:
1.
Consideration. In consideration of
,
Corporation is issuing
(the “Shares”) of common stock, $0.001 par value
(“Common Stock”), of the Corporation to the
Recipient.
2.
Vesting. The Shares shall vest and be free of all
restrictions otherwise imposed by this Agreement as set forth on
Schedule A.
3.
Issuance and Retention of Share Certificates. Promptly
after the execution of this Agreement by the Recipient, the
Corporation, at its discretion, shall cause The Bank of New York,
the transfer agent for the Common Stock (together with its
successors and assigns, the “Transfer Agent”), to
either (i) make a book entry record showing ownership for the
Shares in the name of the Recipient subject to the terms and
conditions of this Agreement, or (ii) issue one or more share
certificates evidencing the Shares; provided, that until such time
as the Shares shall vest, the Corporation shall retain such share
certificates and the Recipient shall deliver such stock powers with
respect to the Shares, endorsed in blank, as the Corporation may
request. The Shares shall be issued from Common Stock
reserved for issuance pursuant to the Plan. The Recipient
understands that the Corporation will, and the Recipient hereby
authorizes the Corporation to, issue such instructions to the
Transfer Agent as the Corporation may deem necessary or proper to
comply with the intent and purposes of this Agreement.
4.
Release of Shares. Within thirty (30) days of vesting,
the Corporation shall deliver to the Recipient a certificate
evidencing the ownership of all of the Shares that have so vested
(the “Vested Shares”) or, at the request of the
Recipient, shall arrange for a transfer of the Vested Shares in
book entry form to a brokerage account designated by the
Recipient.
5.
Forfeiture. In the event of the Recipient’s
termination of employment or service with the Corporation or a
Subsidiary prior to vesting, all Shares (other than Vested Shares)
shall be forfeited.
6.
Transferability . The Recipient shall not sell, assign,
exchange, transfer, pledge, hypothecate or otherwise dispose of or
encumber any Shares other than Vested Shares, which shall be freely
transferable, subject to applicable securities laws.
7.
Rights as a Stockholder. The Recipient shall not have any
rights as a stockholder, including, without limitation, the right
to vote and to receive dividends, with respect to any Shares other
than Vested Shares.
8.
Investment Purpose . The Recipient represents that the
Shares are being acquired for investment and that the Recipient has
no present intention to transfer, sell or otherwise dispose of the
Shares, except in compliance with applicable securities laws, and
the parties agree that the Shares are being acquired in accordance
with and subject to the terms, provisions and conditions of this
Agreement.
9.
Election Under Section 83(b) of the Code.
(a)
The Recipient understands that Section 83 of the United States
Internal Revenue Code of 1986, as amended (the “Code”)
taxes as ordinary income the difference between the amount paid for
the Shares (or zero is no payment is made for the Shares) and the
Fair Market Value of the Shares as o
