CONNETICS CORPORATION STOCK PLAN (2000) NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PURCHASE AGREEMENT
Exhibit 10.1
| Award Number: | ||||
| Date of Award: | May 22, 2006 | |||
You (the “Grantee”) have been granted the right to purchase shares of Connetics’ Common Stock
(the “Award”), subject to the terms and conditions of the Connetics Corporation Stock Plan (2000)
(the “Plan”), as amended from time to time, and this Restricted Stock Purchase Agreement (the
"Agreement”), as follows. Unless otherwise defined, the capitalized terms in this Agreement shall
have the same defined meanings as in the Plan.
Xxxxxxx’s Name and Address:
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Total Number of Shares |
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of Common Stock Awarded |
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(the “Shares”)
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Up to 7,500 Shares | |
Purchase Price per Share
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$0.001 Par Value per Share | |
Total Purchase Price
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$7.50 |
1. Issuance of Shares. Subject to the forfeiture provisions set forth in Section 3,
Connetics Corporation, a Delaware corporation (“Connetics” or the “Company”), hereby issues the
Shares to the Grantee for the Purchase Price per Share set forth above (the “Total Purchase
Price”), subject to this Agreement and the terms and provisions of the Plan. All Shares issued
under this Agreement will be deemed issued to the Grantee as fully paid and nonassessable shares,
and the Grantee will have the right to vote the Shares at meetings of the Company’s stockholders.
Connetics shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to
the Grantee.
2. Payment of Total Purchase Price. The Total Purchase Price is payable to Connetics
upon execution of this Agreement. To the extent such payment method and form of consideration is
permitted by Applicable Laws, the Administrator has determined that (check one):
o payment of the Total Purchase Price is due at the time the Grantee signs this
Agreement, and is payable in cash or by check at Grantee’s election;
þ payment of the Total Purchase Price is deemed paid in full at the time Grantee signs
this Agreement, by Xxxxxxx’s prior services provided to the Company.
3. Forfeiture of Shares.
(a) All of the Shares are initially subject to forfeiture based on either elapsed time,
performance requirements, or a combination of the two. For purposes of this Agreement, the term
“vest” shall mean, with respect to any Shares, that such Shares (and the applicable portion of the
Total Purchase Price) are no longer subject to forfeiture to Connetics. If the Grantee would
become vested in a fraction of a Share, such Share shall not vest until the Grantee becomes vested
in the entire Share. “Forfeiture” means any return of Shares to the Company pursuant to Sections
3(b) or (c) below. “Unvested Shares” means all Shares that remain subject to Forfeiture pursuant
to either Section 3(b) or (c), and “Vested Shares” means all Shares that are no longer subject to
any Forfeiture. Connetics shall be the legal and beneficial owner of any Forfeited Shares and
shall have all rights and interest in or related to Forfeited Shares without further action by the
Grantee. In addition, the Grantee shall forfeit the Purchase Price per Share for any Forfeited
Shares that are forfeited and reconveyed to the Company.
(b) Subject to the Grantee’s continued status as a Service Provider and other limitations set
forth in the Plan and this Agreement, the Shares will vest in accordance with the following
schedule: Time-Based Vesting. A total of 7,500 Shares are subject to time-based vesting
as follows: 100% vested on the 1st anniversary of the Award Date thereafter.
(c) Continued Status as a Service Provider. If the Grantee ceases to be a Service
Provider for any reason or no reason, with or without cause, before the first anniversary after the
Award Date, then effective at the time of such cessation all Unvested Shares shall automatically be
forfeited to Connetics.
(d) Effect of Changes on Vesting.
| (i) | If the Grantee takes an authorized leave of absence, the Shares shall continue to Vest for up to three months; the vesting of the Shares shall be suspended after the leave of absence exceeds a period of three months. Vesting of the Shares shall resume when the Grantee’s leave of absence has terminated and the Grantee has returned to service to Connetics or any Parent or Subsidiary of Connetics. The Vesting Schedule of the Shares shall be extended by the length of the suspension. | ||
| (ii) | If Grantee has a change in status from Employee, Director or Consultant to any other status of Employee, Director or Consultant, the Shares shall continue to vest in accordance with the Vesting Schedule set forth above. |
(e) Change in Control. Notwithstanding the foregoing, if, before the first
anniversary of the Award Date there is a change in control of the Company as outlined in Section 13
of the Plan, then 100% of the Grantee’s Unvested Shares shall immediately become Vested Shares and
shall no longer be subject to the Forfeiture provisions under this Agreement.
(f) Notice. Within 90 days after any Forfeiture, Connetics shall provide the Grantee
(or the Grantee’s estate) a written notice of forfeiture, specifying the number of Shares
forfeited. Failure to provide such notice on a timely basis shall have no effect on the Forfeiture
of the Shares.
4. Transfer Restrictions. The Grantee may not sell, transfer by gift, pledge,
hypothecate, or otherwise transfer or dispose of the Shares before the Shares become Vested Shares.
Any attempt to transfer Restricted Shares in violation of this Section 4 will be null and void.
5. Certificates. This Agreement is the sole proof of Xxxxxxx’s ownership of the
Shares, and Xxxxxxx acknowledges that he/she will not receive a stock certificate representing the
Shares until the Shares have vested. The Grantee agrees that the Shares shall be subject to
Forfeiture as set forth in Section 3 of this Agreement and the restrictions on transfer set forth
in Section 4 of this Agreement. The Company or Xxxxxxx Xxxxxx & Co. (or any other broker with
which the Company has established a relationship) (“Broker”) shall retain custody of the Shares
until the Shares have Vested in accordance with Section 3 of this Agreement. Upon vesting of the
Shares, the Company shall instruct its transfer agent to deposit the Vested Shares into the
Grantee’s existing account at Broker.
6. Additional Securities and Distributions.
(a) Any securities or cash received (other than a regular cash dividend) as the result of
ownership of the Restricted Shares (the “Additional
Securities”), including, but not by way of
limitation, warrants, options and securities received as a stock dividend or stock split, or as a
result of a recapitalization or reorganization or other similar change in the Company’s capital
structure, shall be retained by the Broker in the same manner and subject to the same conditions
and restrictions as the Shares with respect to which they were issued. The Grantee shall be
entitled to direct Connetics to exercise any warrant or option received as Additional Securities if
the Grantee supplies the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct Connetics to sell any such warrant
or option. If Additional Securities consist of a convertible security, the Grantee may exercise
any conversion right, and any securities so acquired shall constitute Additional Securities. If
there is any change in certificates evidencing the Shares or the Additional Securities by reason of
any recapitalization, reorganization or other transaction that results in the creation of
Additional Securities, Connetics or the Broker is authorized to deliver to the issuer the
certificates evidencing the Shares or the Additional Securities in exchange for the certificates of
the replacement securities.
(b) Connetics shall disburse to the Grantee all regular cash dividends with respect to the
Shares and Additional Securities (whether vested or not), less any applicable withholding
obligations.
7. Taxes.
(a) No Section 83(b) Election. As a condition to receiving the Shares, the Grantee
agrees to refrain from making an election pursuant to Section 83(b) of the Internal Revenue Code
with respect to the Shares.
(b) Tax Liability. The Grantee is ultimately liable and responsible for all taxes
owed by the Grantee in connection with the Award. Neither Connetics nor any Parent or Subsidiary
of Connetics makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the grant or vesting of the Award or the subsequent sale of Shares subject to
the Award. Connetics and its Parent and Subsidiaries do not commit and are under no obligation to
structure the Award to reduce or eliminate the Grantee’s tax liability.
(c) Payment of Taxes. At the time of any event in connection with the Award (e.g.,
vesting) that the Company determines may result in any tax obligation, whether United States
federal, state, local or non-U.S., Connetics will advise Grantee of the estimated amount of such
tax obligation; provided however, that in no event shall Connetics be liable for any failure to
provide such notice, or for any amounts payable as taxes as a result of the taxable event.
8. Stop-Transfer Notices. In order to ensure compliance with the restrictions on
transfer set forth in this Agreement or the Plan, the Company may issue appropriate “stop transfer”
instructions to its transfer agent and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
9. Refusal to Transfer. Connetics shall not be required (a) 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 (b) 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 Shares have been sold or transferred in
violation of any of the provisions of this Agreement.
10. Acknowledgments by Xxxxxxx. The Grantee hereby represents and warrants to
Connetics as follows:
(a) The Shares are being acquired for the account of the Grantee for investment, with no
intention of distributing or selling any portion thereof and not with a view to any distribution
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and
will not be transferred by the Grantee in violation of the Securities Act or the then applicable
rules or regulations thereunder. No one other than the Grantee has any interest in or any right to
acquire the Shares.
(b) The Grantee acknowledges and is aware that the Shares have not been registered under the
Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities
Act; the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently
registered under the Securities Act or an exemption from registration is then available; in any
event, the exemption from registration under Rule 144 will not be available for
at least one year and even then will not be available unless the conditions of Rule 144 are
satisfied.
11. Restrictive Legends. The Grantee understands and agrees that Connetics shall
cause the legends set forth below or substantially equivalent legends, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other legends that Connetics or
state or federal securities laws may require:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AND
SUBJECT TO FORFEITURE BY THE TERMS OF A RESTRICTED STOCK PURCHASE
AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THAT AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.
12. Entire Agreement: Governing Law. The Plan and this Agreement constitute the
entire agreement of the Parties with respect to the subject matter of those documents, and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to that subject matter. Neither the Plan nor this Agreement may be modified adversely
to the Grantee’s interest except by means of a writing signed by the Company and the Grantee.
These agreements are to be construed in accordance with and governed by the laws of the State of
California without giving effect to any choice of law rule that would cause the application of the
laws of any other jurisdiction. If any provision of this Agreement is determined to be illegal or
unenforceable, it is the intention of the Parties that all the other provisions shall nevertheless
remain effective and shall remain enforceable.
13. No Rights to Employment. The Grantee acknowledges and agrees that the Shares
shall Vest, if at all, only during the period of the Grantee’s continued status as a Service
Provider, and that there is no express or implied promise of continued engagement as a Service
Provider for the vesting period. Moreover, nothing in this Agreement or the Plan confers on the
Grantee any right with respect to continuation of the Grantee’s status as a Service Provider, nor
shall it interfere in any way with the Grantee’s right or the Company’s right to terminate the
Grantee’s status as a Service Provider at any time in accordance with the Bylaws of the Company.
14. Construction. The captions used in this Agreement are inserted for convenience
and shall not be deemed a part of the Award for construction or interpretation. Except when
otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.
15. Administration and Interpretation. If the Grantee or the Company has any question
or dispute regarding the administration or interpretation of the Plan or this Agreement, they shall
submit the matter to the Administrator. The Administrator’s resolution of such question or dispute
shall be final and binding on all persons.
16. Venue. The Parties agree that any suit, action, or proceeding arising out of or
relating to the Plan or this Agreement shall be brought in the United States District Court for the
Northern District of California (or should such court lack jurisdiction to hear such action, suit
or proceeding, in a California state court in the County of Santa Xxxxx) and that the Parties shall
submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent
permitted by law, any objection the Party may have to the laying of venue for any such suit, action
or proceeding brought in such court. If any one or more provisions of
this Section 12 is for any
reason be held invalid or unenforceable, it is the specific intent of the Parties that such
provisions shall be modified to the minimum extent necessary to make it or its application valid
and enforceable.
17. Notices. Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by
an internationally recognized express mail courier service or upon deposit in the United States
mail by certified mail, with postage and fees prepaid, addressed to the other Party at its address
as shown in these documents, or to such other address as the Party may designate in writing from
time to time to the other Party.
Connetics and the Grantee have executed this Agreement and agree that the Award is to be
governed by the terms and conditions of this Agreement and the Plan.
| Connetics Corporation, a Delaware corporation |
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| By: | ||||
| Xxxxxx X. Xxxxxxx | ||||
| Title: | Chairman of the Board and Chief Executive Officer |
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The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that
he or she is familiar with the terms and provisions of both those documents, and hereby accepts the
Award subject to all of the terms and provisions of this Agreement and the Plan. The Grantee has
reviewed this Agreement and the Plan in their entirety, has obtained the advice of counsel before
executing this Agreement or has voluntarily declined to seek such counsel, and fully understands
all provisions of this Agreement and the Plan. The Grantee hereby agrees that all questions of
interpretation and administration relating to this Agreement, the Plan and the Agreement shall be
resolved by the Administrator in accordance with Section 15 of the Agreement. The Grantee further
agrees to notify Connetics upon any change in the residence address indicated on the first page of
this Agreement.
Dated:
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Signed: | |||||
| (Grantee) |
