TPTX » Topics » Restricted Stock Unit Agreements

This excerpt taken from the TPTX 8-K filed Dec 20, 2006.

Restricted Stock Unit Agreements

On December 14, 2006, the Board also approved restricted stock unit awards in the amount of 65,000 shares of our common stock to Dr. Kurtz and 25,000 shares of our common stock to each of Ms. Graham and Mr. Johnson. The restricted stock unit awards were each made under the TorreyPines Therapeutics, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) pursuant to a restricted stock unit agreement.  The shares subject to the restricted stock unit awards will vest on April 1, 2009; provided that our average closing stock price for the six month period from October 1, 2008 through March 31, 2009 is equal to or greater than $10.36 (as may be adjusted for stock splits and the like).

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Under the 2006 Plan, restricted stock unit awards are granted pursuant to restricted stock unit agreements. Settlement of a payment due to a recipient of a restricted stock unit award will be by delivery of shares of our common stock as set forth in the restricted stock unit agreement. The consideration for the shares of common stock to be issued pursuant to the restricted stock unit awards to Dr. Kurtz, Ms. Graham, and Mr. Johnson is each person’s continued service to TorreyPines Therapeutics, Inc. Under the terms of the restricted stock unit agreements, we will deliver to Dr. Kurtz, Ms. Graham, and Mr. Johnson the shares of our common stock subject to such awards as the restricted stock award vests, unless any of them elect to defer the delivery of the shares to a later date beyond the vesting date in accordance with the procedures set forth in their restricted stock unit agreements. Except as otherwise provided in the applicable restricted stock unit award agreement or as set forth in Dr. Kurtz’s, Ms. Graham’s, and Mr. Johnson’s employment agreements, each of which contains partial vesting acceleration provisions under certain circumstances following a change of control, restricted stock unit awards that have not vested will be forfeited upon Dr. Kurtz’s, Ms. Graham’s, or Mr. Johnson’s termination of continuous service for any reason.

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