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EXHIBIT 10.1
NASTECH PHARMACEUTICAL COMPANY INC.
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK GRANT AGREEMENT
This Restricted
Stock Grant Agreement (the "Agreement") is entered into
this 5th day of October, 2005, by and
between Nastech Pharmaceutical Company
Inc. (the "Company"), a Delaware
Corporation, and Paul H. Johnson, Ph.D.
("Grantee").
ARTICLE I GRANT OF RESTRICTED STOCK
1.1 Grant of
Restricted Stock. Pursuant to, and subject to, the terms and
conditions set forth herein and in the
Nastech Pharmaceutical Company Inc. 2004
Stock Incentive Plan (the "Plan"), the
Company hereby grants to the Grantee
7,500 restricted shares (the "Restricted
Stock") of common stock of the Company
("Common Stock").
1.2 Grant Date.
The Grant Date of the Restricted Stock is October 5, 2005.
1.3
Incorporation of Plan. All terms, conditions and restrictions of
the
Plan are incorporated herein and made part
hereof as if stated herein. If there
is any conflict between the terms and
conditions of the Plan and this Agreement,
the terms and conditions of the Plan, as
interpreted by the Compensation
Committee of the Board of Directors of the
Company (the "Committee"), shall
govern. Except as otherwise provided
herein, all capitalized terms used herein
shall have the meaning given to such terms
in the Plan.
ARTICLE II VESTING
2.1 Vesting.
Subject to the further provision of this Agreement, the
Restricted Stock shall vest with respect to
a number of whole shares as close as
possible to the following percentage of the
total number of shares of Restricted
Stock granted hereunder on the following
dates (each, a "Vesting Date"):
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL SHARES
VESTING DATE
--------------------------
------------------------------
<S>
<C>
33.3%
1st anniversary of Grant Date
33.3%
2nd anniversary of Grant Date
33.3%
3rd anniversary of Grant Date
</TABLE>
ARTICLE III TERMINATION OF EMPLOYMENT
3.1 Termination
of Employment. In the event that the Grantee's employment
(which for purposes of this Agreement shall
include service as a director or
consultant) with the Company or one of the
Company's subsidiaries terminates for
any reason, all unvested shares of
Restricted Stock, together with any property
in respect of such shares held by the
custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such
termination of employment and the
Grantee promptly shall return to the
Company any certificates evidencing such
shares. For purposes of this Agreement, the
Grantee shall be deemed to have
terminated employment or incurred a
termination of employment upon (i) the date
the Grantee ceases to be employed by, or to
provide consulting services for, the
Company or any Company subsidiary; or (ii)
the date the Grantee ceases to be a
Board member, provided, however, that if
the Grantee (x) at the time of
reference is both an employee or consultant
and a Board member, or (y) ceases to
be engaged as an employee, consultant or
Board member and immediately is engaged
in another of such relationships with the
Company or any Company subsidiary, the
Grantee shall not be deemed to have a
"termination of employment" until the last
of the dates determined pursuant to
subparagraphs (i) and (ii) above. The
Committee, in its discretion, may determine
whether any leave of absence
constitutes a termination of employment for
purposes of this Agreement.
ARTICLE IV RESTRICTIONS
4.1 Restrictions
on Transferability. Until a share of Restricted Stock
vests, such share may not be sold,
assigned, transferred, alienated, commuted,
anticipated, or otherwise disposed of
(except by will or the laws of descent and
distribution), or pledged or hypothecated
as collateral for a loan or as
security for the performance of any
obligation, or be otherwise encumbered, and
are not subject to attachment, garnishment,
execution or other legal or
equitable process, and any attempt to do so
shall be null and void. If the
Grantee attempts to dispose of or encumber
the Grantee's unvested shares of
Restricted Stock, such shares of Restricted
Stock, together with any property in
respect of such shares held by the
custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such
attempted transfer and the Gra
