Back to top

STOCK RESTRICTION AGREEMENT, DATED AS OF APRIL 30, 2003

Stock Restriction Agreement

STOCK RESTRICTION AGREEMENT, DATED AS OF APRIL 30, 2003 | Document Parties: JAZZ PHARMACEUTICALS INC You are currently viewing:
This Stock Restriction Agreement involves

JAZZ PHARMACEUTICALS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: STOCK RESTRICTION AGREEMENT, DATED AS OF APRIL 30, 2003
Governing Law: California     Date: 3/9/2007

STOCK RESTRICTION AGREEMENT, DATED AS OF APRIL 30, 2003, Parties: jazz pharmaceuticals inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.14

J AZZ P HARMACEUTICALS , I NC .

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “ Agreement ”) is entered into as of April 30, 2003, by and among Jazz Pharmaceuticals, Inc., a California corporation (the “Company”), and Samuel R. Saks (the “ Founder ”).

RECITALS

A. The Founder currently owns 3,300,000 of the outstanding shares of the Company’s Common Stock (the “ Shares ”).

B. The Company and the Founder wish to enter into this Agreement in order to provide the Company with certain rights of repurchase with respect to the Shares.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

1.1 Cause ” means (a) Founder’s willful misconduct or gross negligence that is materially injurious to the Company; (b) Founder’s conviction or plea of guilt or nolo contender to any felony or crime involving moral turpitude; (c) Founder’s commission of any act of fraud with respect to the Company; or (d) Founder’s willful violation of any federal or state securities law; or (e) Founder’s willful and continued failure substantially to perform his Services; provided that the action or conduct described in clause (e) above will constitute “Cause” only if such failure continues after the Board of Directors has provided the Founder with a written demand for substantial performance setting forth in detail the specific respects in which it believes the Founder has willfully and not substantially performed his Services and a reasonable opportunity (to be not less than 30 days nor more than 90 days) to cure the same.

1.2 Change of Control ” means (a) the sale, lease, assignment, transfer, conveyance or disposal of all or substantially all of the assets of the Company, or (b) the acquisition of this Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions, in each case excluding (x) any such transaction in which the stockholders of the Company immediately prior to such transaction own more than 50% of the voting power of acquiror (or parent thereof) in such transaction immediately after such transaction and (y) any transaction determined by the Board of Directors in good faith to be primarily for capital raising purposes.

1.3 Constructive Termination ” means the Founder terminates his Services because of (a) a substantial diminution in the nature, status or prestige of Founder’s responsibilities, title or reporting level as they exist immediately prior to a Change of Control or the addition of responsibilities of a nature, status or prestige inconsistent with the Founder’s responsibilities as they exist prior to a Change of Control, -(b) a substantial diminution in Founder’s compensation or benefits, or (c) the Company requires the Founder to relocate as a condition of his continued employment by the Company.

1.4 Repurchase Price ” means $0.0023 per share (as appropriately adjusted for any stock combination, stock split, stock dividend, recapitalization, or other similar transaction).


1.5 Services ” means services to be provided by the Founder to the Company as an employee of the Company, a consultant to the Company, or a member of the Company’s Board of Directors (or any committee thereof).

1.6 Unvested Shares ” means the Shares held by the Founder that are then subject to the Right of Repurchase.

1.7 Vested Shares ” means the Shares held by the Founder that are not subject to the Right of Repurchase.

 

 

2.

Right of Company to Repurchase Shares.

2.1 Repurchase Right . Except as provided in Section 2.2 below, if the Founder terminates his Services or the Company terminates the Founder’s Services (each, a “ Termination ”), the Company has a right (but not obligation) to repurchase (the “ Right of Repurchase ”) all or any portion of the Shares held by the Founder for a price per share equal to the Repurchase Price paid by cash, check, wire transfer, cancellation of indebtedness or some combination thereof; provided, however, that the Right of Repurchase shall expire with respect to 1/48th of the Shares on each monthly anniversary following April 1, 2003 (i.e., so that the Right of Repurchase shall have expired with respect to all of the Shares 48 months following April 1, 2003).

2.2 Acceleration of Lapse of Repurchase Rights Upon Certain Events. Notwithstanding the provisions of Section 2.1 regarding expiration of the Right of Repurchase,

(a) if, prior to a Change of Control, the Company terminates the Founder’s Services without Cause or a Constructive Termination occurs at any time prior to the expiration of the Right of Repurchase, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares;

(b) if, within twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the Founder’s Services without Cause or a Constructive Termination occurs, then all of the then Unvested Shares held by the Founder will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to any of the Shares; or

(c) if, more than twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the Founder’s Services without Cause or a Constructive Termination occurs, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares

 

2.


2.3 Repurchase Procedure. The Company’s Right of Repurchase shall terminate if not exercised by written notice from the Company to the Founder within ninety (90) days after the date of Termination.

 

 

3.

Transferability; Escrow.

3.1 Restrictions on Transfer . The Founder agrees not to transfer any Shares except as permitted by that certain Right of First Refusal and Co-Sale Agreement, dated as of April 30, 2003, by and among the Company and the parties set forth on Exhibit A and Exhibit B thereto, as it may be amended from time to time. Notwithstanding the foregoing, except for transfers of Unvested Shares to the ancestors, descendants or spouse of the Founder, or to trusts for the benefit of such persons or the Founder (provided that the transferee has agree in writing to be bound by the restrictions on transfers by Founders under this Agreement), the Founder may not dispose of or transfer any Unvested Shares, and any such attempted disposition or transfer shall be null and void.

3.2 Escrow of Shares . Pursuant to the terms of the Joint Escrow Instructions in substantially the form attached hereto as Exhibit A , the Shares issued under this Agreement shall be held by the Escrow Agent (as defined in such Joint Escrow Instructions) along with a stock assignment executed by the Founder in blank in the form attached hereto as Exhibit B .

 

 

4.

Company Enforcement.

4.1 Stop-Transfer Orders . The Founder agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company shall not be required to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been transferred.

 

 

5.

Term and Termination.

This Agreement, including without limitation the right of repurchase set forth herein, shall terminate upon the agreement in writing to terminate by the Company and the Founder.

 

 

6.

Legend Requirement.

All certificates evidencing shares subject to this Agreement shall, during the term of this Agreement, bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following:

“CERTAIN OF THE SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO A RIGHT OF REPURCHASE BY THE COMPANY PURSUANT TO AN AGREEMENT RELATING

 

3.


TO SUCH SECURITIES, SHOULD THE PERSON INITIALLY ISSUED THESE SECURITIES CEASE TO BE EMPLOYED BY THE COMPANY OR ANY AFFILIATE THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IF SUCH SECURITIES ARE SUBJECT TO SUCH RIGHT OF REPURCHASE.”

 

 

7.

Tax Advice.

The Founder acknowledges that he has not relied and will not rely upon the Company with respect to any tax consequences related to the ownership, purchase, or disposition of the Shares. The Founder assumes full responsibility for all such consequences and for the preparation and filing of all tax returns and elections which may or must be filed in connection with such Shares. The Founder has executed and delivered to the Company an Acknowledgment in the form of Exhibit D hereto.

 

 

8.

Miscellaneous.

8.1 Binding Effect . This Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors, and assigns of the parties hereto.

8.2 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of California excluding those laws that direct the application of another jurisdiction’s laws.

8.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

8.4 Notices . All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, or if not, then on the next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) 


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more