This excerpt taken from the CERS 10-Q filed Apr 30, 2009.
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the Restricted Stock Unit Grant Notice (Grant Notice) and this Restricted Stock Unit Agreement (Agreement) (collectively, the Award), Cerus Corporation (the Company) has awarded you, pursuant to its 1999 Equity Incentive Plan (the Plan), the number of Restricted Stock Units as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Unit Agreement but defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows.
1. VESTING. Subject to the limitations contained herein, your Award shall vest as provided in the Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service. Any Restricted Stock Units that have not vested shall be forfeited upon the termination of your Continuous Service.
2. DIVIDENDS. You shall not receive any payment or other adjustment in the number of your Restricted Stock Units for dividends or other distributions that may be made in respect of the shares of Common Stock to which your Restricted Stock Units relate.
3. ISSUANCE AND DELIVERY OF STOCK CERTIFICATES. Subject to the satisfaction of the withholding obligations set forth in Section 11 of this Agreement, and except as set forth in Section 5 of this Agreement, (i) the Company will issue to you those shares of the Companys Common Stock that vested under your Restricted Stock Units on the last scheduled vesting date indicated in your Grant Notice, regardless of whether your Continuous Service has terminated prior to such last scheduled vesting date, and (ii) the stock certificates (the Certificates), issued in your name, representing any such vested shares of Common Stock will be delivered to you as soon as practicable after such last scheduled vesting date.
4. NUMBER OF SHARES. The number of Restricted Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in Section 13(a) of the Plan.
5. EFFECT OF CERTAIN CORPORATE TRANSACTIONS. Notwithstanding the issuance schedule set forth in Section 3 above, if the Company consummates a transaction or series of transactions that results in (i) any sale or other disposition of all or substantially all of the assets of the Company that occurs over a period of not more than twelve (12) months or (ii) any person, or more than one person acting as a group, acquiring ownership of stock of the Company, that together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company (an Ownership Change) then, (1) if your Continuous Service has not terminated as of the effective Date of the
Ownership Change, this Award will become fully vested and all shares of Common Stock subject to this Award shall be issued on the effective date of the Ownership Change and (2) if your Continuous Service has terminated prior to such date, no additional vesting acceleration will apply to this Award but all vested shares of Common Stock subject to this Award will be issued on the effective date of the Ownership Change. This definition of Ownership Change is intended to conform to the definitions of change in ownership of a corporation and change in ownership of a substantial portion of a corporations assets provided in Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii).
6. SECURITIES LAW COMPLIANCE. You may not be issued any shares of Common Stock under your Award unless the shares are either (i) then registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.
7. RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award shall be endorsed with appropriate legends, if any, determined by the Company.
8. TRANSFERABILITY. Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of shares of Common Stock pursuant to Section 3 of this Agreement.
9. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or on the part of the Company or an Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or an Affiliate.
10. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of vested Restricted Stock Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Companys obligation, if any, to issue shares of Common Stock pursuant to Section 3 of this Agreement.