Exhibit 10.1
SONUS PHARMACEUTICALS,
INC.
RESTRICTED STOCK PURCHASE
AGREEMENT
UNDER THE
2007 PERFORMANCE INCENTIVE
PLAN
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the
“Agreement”) is entered into as of
,
20 by and between
(hereinafter referred to as “Purchaser”), and SONUS
Pharmaceuticals, Inc., a Delaware corporation (hereinafter referred
to as the “Company”), pursuant to the Company’s
2007 Performance Incentive Plan, as amended (the
“Plan”). Any capitalized term not defined herein shall
have the same meaning ascribed to it in the Plan.
R E C I T A L
S:
A.
Purchaser is an employee, director, consultant or other Service
Provider, and in connection therewith has rendered services for and
on behalf of the Company.
B.
The Company desires to issue shares of common stock to Purchaser
for the consideration set forth herein to provide an incentive for
Purchaser to remain a Service Provider of the Company and to exert
added effort towards its growth and success.
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth, and for other good and valuable
consideration, the parties agree as follows:
1.
Issuance of Shares . The Company hereby offers to issue to
Purchaser an aggregate of
( )
shares of Common Stock of the Company (the “Shares”) on
the terms and conditions herein set forth. Unless this offer is
earlier revoked in writing by the Company, Purchaser shall have ten
(10) days from the date of the delivery of this Agreement to
Purchaser to accept the offer of the Company by executing and
delivering to the Company two copies of this Agreement, without
condition or reservation of any kind whatsoever, together with the
consideration to be delivered by Purchaser pursuant to Section 2
below.
2.
Consideration . The purchase price for the Shares shall be
$ per
share, or
$
in the aggregate. Any purchase price more than zero shall be paid
by the delivery of Purchaser’s check payable to the Company
(or payment in such other form of lawful consideration as the
Administrator may approve from time to time under the provisions of
Section 6.3 of the Plan).
3.
Vesting of Shares .
(a)
Subject to Section 3(b) below, the Shares acquired hereunder shall
vest and become “Vested Shares” as follows:
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Upon
the date set forth below:
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Shares
that become Vested Shares:
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Shares
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Shares
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Shares
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Shares which have not yet become vested are
herein called “Unvested Shares.” No additional
shares shall vest after the date of termination of
Purchaser’s Continuous Service.
As
used herein, the term “Continuous Service” means (i)
employment by either the Company or any parent or subsidiary
corporation of the Company, or by any successor entity following a
Change in Control, which is uninterrupted except for vacations,
illness (except for permanent disability, as defined in Section
22(e)(3) of the Code), or leaves of absence which are approved in
writing by the Company or any of such other employer corporations,
if applicable, (ii) service as a member of the Board of Directors
of the Company until Purchaser resigns, is removed from office, or
Purchaser’s term of office expires and he or she is not
reelected, or (iii) so long as Purchaser is engaged as a consultant
or Service Provider to the Company or other corporation referred to
in clause (i) above.
(b)
Notwithstanding Section 3(a), if Purchaser holds Shares at the time
a Change in Control occurs, all Repurchase Rights shall
automatically terminate immediately prior to the consummation of
such Change in Control, and the Shares subject to those terminated
Repurchase Rights shall immediately vest in full. If the Repurchase
Rights automatically terminate in accordance with the provisions of
this subsection (b), then the Administrator shall cause written
notice of the Change in Control transaction to be given to
Purchaser not less than fifteen (15) days prior to the anticipated
effective date of the proposed transaction.
4.
Reconveyance Upon Termination of Service.
(a)
Repurchase Right . The Company shall have the right (but not
the obligation) to repurchase all or any part of the Unvested
Shares (the “Repurchase Right”) in the event that the
Purchaser’s Continuous Service terminates for any reason.
Upon exercise of the Repurchase Right, the Purchaser shall be
obligated to sell his or her Unvested Shares to the Company, as
provided in this Section 4. If the Purchase Price is zero, then
Purchaser shall be obligated to transfer his or her Unvested Shares
to the Company without consideration.
(b)
Consideration for Repurchase Right . The repurchase price of
the Unvested Shares (the “Repurchase Price”) shall be
equal to the Purchase Price, if any, of such Unvested Shares.
(c)
Procedure for Exercise of Reconveyance Option . For sixty (60)
days after the Termination Date or other event described in this
Section 4, the Company may exercise the Repurchase Right by
giving Purchaser and/or any other person obligated to sell written
notice of the number of Unvested Shares which the Company desires
to purchase. The Repurchase Price for the Unvested Shares shall be
payable, at the option of the Company, by check or by cancellation
of all or a portion of any outstanding indebtedness of Purchaser to
the Company, or by any combination thereof.
(d)
Notification and Settlement . In the event that the Company has
elected to exercise the Repurchase Right as to part or all of the
Unvested Shares within the period described above, Purchaser or
such other person shall deliver to the Company certificate(s)
representing the Unvested Shares to be acquired by the Company
within thirty (30) days following the date of the notice from the
Company. The Company shall deliver to Purchaser against delivery of
the Unvested Shares, checks of the Company payable to Purchaser
and/or any other person
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obligated to transfer the Unvested Shares in
the aggregate amount of the Repurchase Price, if any, to be paid as
set forth in paragraph 4(b) above.
(e)
Deposit of Unvested Shares . Purchaser shall deposit with the
Company certificates representing the Unvested Shares, together
with a duly executed stock assignment separate from certif
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