This excerpt taken from the ABII 10-Q filed Dec 20, 2007.
NOTICE OF RESTRICTED STOCK UNIT AWARD
You (the Grantee) have been granted an award of Restricted Stock Units (the Award), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the Notice), the Abraxis BioScience, Inc. 2007 Stock Incentive Plan, as amended from time to time (the Plan) and the Restricted Stock Unit Agreement (the Agreement) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
Subject to the Grantees Continuous Service and other limitations set forth in this Notice, the Agreement and the Plan, the Units will vest in accordance with the following schedule (the Vesting Schedule):
[25% of the Units shall vest on the first anniversary of the Vesting Commencement Date, 25% of the Units shall vest on the second anniversary of the Vesting Commencement Date, 25% of the Units shall vest on the third anniversary of the Vesting Commencement Date, and the remaining 25% of the Units shall vest on the fourth anniversary of the Vesting Commencement Date.]
In the event of the Grantees change in status from Employee to Consultant or Director, the determination of whether such change in status results in a termination of Continuous Service will be determined in accordance with Section 409A of the Code.
During any authorized leave of absence, the vesting of the Units as provided in this schedule shall be suspended (to the extent permitted under Section 409A of the Code) after the leave of absence exceeds a period of three (3) months. The Vesting Schedule of the Units shall be extended by the length of the suspension. Vesting of the Units shall resume upon the Grantees termination of the leave of absence and return to service to the Company or a Related Entity; provided, however, that if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then (a) the Grantees Continuous Service shall be deemed to terminate on the first date following such six-month period and (b) the Grantee will forfeit the
Units that are unvested on the date of the Grantees termination of Continuous Service. An authorized leave of absence shall include sick leave, military leave, or other bona fide leave of absence (such as temporary employment by the government). Notwithstanding the foregoing, with respect to a leave of absence due to any medically determinable physical or mental impairment of the Grantee that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Grantee to be unable to perform the duties of the Grantees position of employment or substantially similar position of employment, a twenty-nine (29) month period of absence shall be substituted for such six (6) month period above.
For purposes of this Notice and the Agreement, the term vest shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.
Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason. In the event the Grantee terminates Continuous Service for any reason, any unvested Units held by the Grantee immediately upon such termination of the Grantees Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee.
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 UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS SERVICE OR AS OTHERWISE SPECIFICALLY PROVIDED HEREIN (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 IN 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.