Exhibit 10.1
NitroMed, Inc.
Restricted Stock
Agreement
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Name of Recipient:
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Number of shares of restricted common stock
awarded:
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Grant Date:
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NitroMed, Inc. (the
“Company”) has selected you to receive the restricted
stock award described above, which is subject to the provisions of
the Company’s Amended and Restated 2003 Stock Incentive Plan
(the “Plan”) and the terms and conditions contained in
this Restricted Stock Agreement. Please confirm your
acceptance of this restricted stock award and of the terms and
conditions of this Agreement by signing a copy of this Agreement
where indicated below.
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NitroMed, Inc.
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By:
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[insert name and title]
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Accepted and Agreed:
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[insert name of
recipient]
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NitroMed, Inc.
Restricted Stock
Agreement
The terms and conditions of the
award of shares of restricted common stock of the Company (the
“Restricted Shares”) made to the Recipient, as set
forth on the cover page of this Agreement, are as
follows:
1.
Issuance of Restricted Shares .
(a)
The Restricted Shares are issued to the Recipient, effective as of
the Grant Date (as set forth on the cover page of this Agreement),
in consideration of employment services rendered and to be rendered
by the Recipient to the Company.
(b)
As promptly as practicable following the Grant Date, the Company
shall issue one or more certificates in the name of the Recipient
for the Restricted Shares. Such certificate(s) shall
initially be held on behalf of the Recipient by the
Secretary of the Company.
Following the vesting of any Restricted Shares pursuant to Section
2 below, the Secretary shall, if requested by the Recipient,
deliver to the Recipient a certificate representing the vested
Restricted Shares. The Recipient agrees that the Restricted
Shares shall be subject to the forfeiture provisions set forth in
Section 3 of this Agreement and the restrictions on transfer
set forth in Section 4 of this Agreement.
2.
Vesting .
(a)
Vesting Schedule . Unless otherwise provided in this
Agreement or the Plan, the Restricted Shares shall vest in
accordance with the following vesting schedule:
[_______________]. Any fractional number of Restricted Shares
resulting from the application of the foregoing percentages shall
be rounded down to the nearest whole number of Restricted
Shares.
(b)
Acceleration of Vesting . Notwithstanding the
foregoing vesting schedule, all unvested Restricted Shares
shall vest
effective immediately prior to (i) a Change in Control Event (as
defined below) or (ii) upon termination of employment without Cause
(as defined below) of the Recipient.
(c)
Definitions .
(i)
A “Change in Control” shall mean :
(A)
the acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 (the “Exchange
Act”)) (a “Person”) of beneficial ownership of
any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 50% or more of
either (x) the then-outstanding
shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (y) the combined voting power of
the then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for
purposes of this subsection (i), the following acquisitions shall
not constitute a Change in Control: (A) any acquisition directly
from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for,
convertible into or exchangeable for common stock or voting
securities of the Company, unless the Person exercising, converting
or exchanging such security acquired such security directly from
the Company or an underwriter or agent of the Company), or (B) any
acquisition by any corporation pursuant to a Business Combination
(as defined below) which complies with clauses (x) and (y) of
subsection (C) of this definition; or
(B)
such time as the Continuing
Directors (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term “Continuing
Director” means at any date a member of the Board (x) who was
a member of the Board on the effective date of this Agreement by
the Board or (y) who was nominated or elected subsequent to such
date by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a
majority of the directors who were Continuing Directors at the time
of such nomination or election; provided, however, that there shall
be excluded from this clause (y) any individual whose initial
assumption of office occurred as a result of an actual or
threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies
or consents, by or on behalf of a person other than the Board;
or
(C)
the consummation of a merger,
consolidation, reorganization, recapitalization or share exchange
involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x)
all or substantially all of the
individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors, respectively, of
the resulting or acquiring corporation in such Business Combination
(which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of
the Company’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation is referred
to herein as the “Acquiring Corporation”) in
substantially the same proportions as their ownership of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, respectively, immediately prior to such Business
Combination and (y) no Person (excluding any employee benefit plan
(or related trust) maintained or sponsored by the Company or by the
Acquiring Corporation) beneficially owns, directly or indirectly,
50% or more of the then-outstanding shares of commo
