Exhibit 10.35
SEPRACOR 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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Sepracor Inc. (the
“Company”) has selected you to receive the restricted
stock award described above, which is subject to the provisions of
the Company’s 2000 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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SEPRACOR 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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SEPRACOR 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)
The Restricted Shares will initially be issued by the Company in
book entry form only, in the name of the Recipient. Following
the vesting of any Restricted Shares pursuant to Section 2 below,
the Company shall, if requested by the Recipient, issue and 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:
[ ___% of the total number of Restricted Shares shall vest
on the first anniversary of the Grant Date and ___% of the total
number of Restricted Shares shall vest on each successive
anniversary thereafter, through and including the ____ anniversary
of the Grant Date ] . 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, as provided in the Plan, all unvested
Restricted Shares shall vest effective immediately prior to
a Change in Control Event (as defined in the Plan).
3.
Forfeiture of Unvested Restricted Shares Upon Employment
Termination .
In the event that
the Recipient ceases to be employed by, a director of, or a
consultant or advisor to, the Company for any reason or no reason,
with or without cause all of the Restricted Shares that are
unvested as of the time of such employment termination shall be
forfeited immediately and automatically to the Company, without the
payment of any consideration to the Recipient, effective as of such
termination of employment. The Recipient shall have no
further rights with respect to any Restricted Shares that are so
forfeited. If the Recipient is employed by a subsidiary of
the Company, any references in this Agreement to employment with
the Company shall instead be deemed to refer to employment with
such subsidiary.
4.
Restrictions on Transfer .
The Recipient
shall not s
