This excerpt taken from the ABII 10-Q filed Dec 20, 2007.
NOTICE OF RESTRICTED STOCK BONUS AWARD
You (the Grantee) have been granted shares of Common Stock of the Company (the Award), subject to the terms and conditions of this Notice of Restricted Stock Bonus Award (the Notice), the Abraxis BioScience, Inc. 2007 Stock Incentive Plan (the Plan), as amended from time to time, and the Restricted Stock Bonus Award Agreement (the Agreement) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
The Shares have been issued to the Grantee in consideration for continued service with the Company, which consideration has a value of [$ ] per share, the Fair Market Value of a Share.
Subject to the Grantees Continuous Service and other limitations set forth in this Notice, the Plan and the Agreement, the Shares will vest in accordance with the following schedule:
[25% of the Shares shall vest on the first anniversary of the Vesting Commencement Date, 25% of the Shares shall vest on the second anniversary of the Vesting Commencement Date, 25% of the Shares shall vest on the third anniversary of the Vesting Commencement Date and the remaining 25% of the Shares shall vest on the fourth anniversary of the Vesting Commencement Date.]
[Notwithstanding the foregoing, if the Grantees Continuous Service is terminated as a result of the Grantees Retirement (as defined below) prior to the fourth anniversary of the Vesting Commencement Date, 1/1460 of the Shares shall vest for each day of Continuous Service that the Grantee has completed during the period beginning with the Vesting Commencement Date and ending on (and including) the date of termination of the Grantees Continuous Service as a result of the Grantees Retirement. If the foregoing calculation results in the vesting of a fraction of a Share, then the number of Shares that shall have vested will be rounded down to the nearest whole number of Shares.]
[For purposes of this Notice and the Agreement, Retirement shall mean: (a) voluntary termination of Continuous Service by the Grantee at age 65 or later; or (b) voluntary termination of Continuous Service by the Grantee at age 55 or later provided that the Grantee has completed at least / years of Continuous Service.]
In the event of the Grantees change in status from Employee to Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Shares shall continue only to the extent determined by the Administrator.
[During any authorized leave of absence, the vesting of the Shares as provided in this schedule shall be suspended [after the leave of absence exceeds a period of [three (3)] months]. Vesting of the Shares shall resume upon the Grantees termination of the leave of absence and return to service to the Company or a Related Entity. The Vesting Schedule of the Shares shall be extended by the length of the suspension.]
For purposes of this Notice and the Agreement, the term vest shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Company; provided, however, that such Shares shall remain subject to any other restrictions on transfer set forth in the Agreement or the Plan. Shares that have not vested are deemed Restricted Shares. If the Grantee would become vested in a fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share.
Vesting shall cease upon the date of termination of the Grantees Continuous Service for any reason, including death or Disability. In the event the Grantees Continuous Service is terminated for any reason, including death or Disability, any Restricted Shares held by the Grantee immediately following such termination of Continuous Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Grantee. The foregoing forfeiture provisions set forth in this Notice as to Restricted Shares shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares in consummation of any transaction described in Section 11 of the Plan and such stock or property shall be deemed Additional Securities (as defined in the Agreement) for purposes of the Agreement, but only to the extent the Shares are at the time covered by such forfeiture provisions.
The Award shall be subject to the provisions of Section 11 of the Plan in the event of a Corporate Transaction, Related Entity Disposition or Change in Control.
By signing below, the undersigned acknowledges and agrees that, except as expressly set forth in this agreement (or in any other written agreement signed by an authorized representative of the Company), the undersigned (i) has not been promised any equity interests in the Company or any of its affiliates or predecessors and (ii) does not and will not have any right to any equity interests in the Company or any of its affiliates or predecessors.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan and the Agreement.
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT NOR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEES CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE THE GRANTEES CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEES STATUS IS AT WILL.
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 thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 12 of the Agreement. The Grantee further agrees to the venue selection in accordance with Section 13 of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.