Exhibit 10.1
RESTRICTED STOCK
AGREEMENT
This Agreement (the “Agreement”) is
made as of the 31 st day of August, 2007 (“Date of
Award”), between Medarex, Inc., a New Jersey corporation (the
“Company”), and Christian S. Schade (the
“Grantee”). In consideration of the agreements
set forth below, the Company and the Grantee agree as
follows:
1.
Grant . A restricted stock award (“Award”)
of 65,000 shares (“Award Shares”) of the
Company’s common stock, $.01 par value per share
(“Common Stock”), is hereby granted by the Company to
the Grantee subject to (i) the terms and conditions hereof, (ii)
the provisions of the Medarex, Inc. 2005 Equity Incentive Plan (the
“Plan”), a copy of which is attached hereto as Exhibit
A and the terms of which are incorporated by reference herein, and
(iii) the terms and conditions of the Grantee’s employment
agreement with the Company dated January 5, 2004 (the
“Employment Agreement”), and (iv) the receipt by the
Company of a stock power endorsed in blank by the Grantee, in the
form attached hereto as Exhibit B. All capitalized terms used
herein and not otherwise defined shall have the meanings set forth
in the Plan. The term “Cause” as used herein
shall have the meaning set forth in Section 6.B.(1) of the
Employment Agreement and not in the Plan. In the event of any
conflict between the provisions of this Agreement, the Employment
Agreement and those of the Plan, the provisions of the Plan shall
control.
2.
Transfer Restrictions . None of the Award Shares shall
be sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee, except in accordance with the terms
of this Agreement and the Plan.
3.
Release of Restrictions .
(a)
The restrictions set forth in Section 2 above shall lapse on August
31, 2010 with respect to all 65,000 Award Shares,
provided, however , that if, prior to August 31, 2010, the
Grantee’s employment with the Company is terminated by the
Company either (i) without Cause or (ii) after giving the Grantee
notice of non-renewal of the Employment Agreement, the restrictions
set forth in Section 2 above shall be deemed to have lapsed with
respect to 1/36 th of the Award Shares for each month of
Grantee’s employment with the Company beginning on August 31,
2007 and ending on Grantee’s termination date.
(b)
In the event the Grantee’s employment with the Company is
terminated prior to the date the restrictions lapse, as provided in
Section 3(a), due to the Grantee’s retirement, permanent
disability, or death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver
would be in the best interests of the Company, waive in whole or in
part any or all remaining restrictions with respect to the
Grantee’s Award Shares.
4.
Forfeiture . Except as set forth in Section 3 above,
in the event the Grantee’s employment with the Company is
terminated for any reason prior to the date the restrictions
lapse
as provided in Section
3 above, the Award Shares for which restrictions have not lapsed
shall be forfeited to the Company.
5.
Tender Offer/Merger; Adjustment of Shares .
Notwithstanding anything contained herein to the
contrary:
(a)
Award Shares (i) may be tendered in response to a tender offer for
or a request or invitation to tenders of greater than 50% of the
outstanding Common Stock of the Company or (ii) may be surrendered
in a merger, consolidation or share exchange involving the Company;
provided, however , that in each case, in the event such
tender offe
