Exhibit 10.131
RESTRICTED STOCK
AGREEMENT
This Agreement (the “Agreement”) is
made as of the 31 st day of October, 2007 (“Date
of Award”), between Medarex, Inc., a New Jersey
corporation (the “Company”), and Ursula Bartels (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 15,000 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 October 16, 2007 (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.C.(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 October 22, 2010 with
respect to all 15,000 Award Shares, provided, however
, that if, prior to October 22, 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
October 22, 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
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