EX-10.1






AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT




THIS AGREEMENT made as of the 28th day of May, 2008 (the “Grant Date”),
between Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Peter Brandt
(“Grantee”). Capitalized terms not defined herein shall have the meaning ascribed thereto in a
certain Employment Agreement between the Company and the Grantee, dated April 29, 2008 (the
“Employment Agreement”).



1. Award.



(a) Shares. Pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan
(the “Plan”), the Company hereby grants to the Grantee two hundred thousand (200,000) restricted
shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 pursuant to the terms and
conditions set forth herein.



(b) Plan Incorporated. Grantee acknowledges receipt of a copy of the Plan, and agrees
that this award of the Shares shall be subject to all of the terms and conditions set forth in the
Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement.



2. Shares, Vesting /Termination of Employment. Grantee hereby accepts the Shares and
agrees as follows:



(a) Vesting.



(i) One hundred and fifty thousand (150,000) Shares (“Performance-Based Shares”) shall vest
upon the Company’s pre-tax income reaching or exceeding certain thresholds, specifically:



(A) Fifty thousand Shares shall vest upon the Company’s pre-tax income reaching or exceeding
Fifty Million Dollars ($50,000,000.00) over the course of any four (4) consecutive quarterly
periods, commencing with the first quarter immediately following the quarter that includes the
Grant Date. No more than fifty thousand Shares in total may vest pursuant to this Section
2(a)(i)(A);



(B) Fifty thousand Shares shall vest upon the Company’s pre-tax income reaching or exceeding
Seventy Five Million Dollars ($75,000,000.00) over the course of any four (4) consecutive quarterly
periods, commencing with the first quarter immediately following the quarter that includes the
Grant Date. No more than fifty thousand Shares in total may vest pursuant to this Section
2(a)(i)(B), provided, however, that vesting of Shares under this Section 2(a)(i)(B) shall in no way
limit vesting of Shares under Section 2(a)(i)(A); and



(C) Fifty thousand Shares shall vest upon the Company’s pre-tax income reaching or exceeding
One Hundred Million Dollars ($100,000,000.00) over the course of any four (4) consecutive quarterly
periods, commencing with the first quarter immediately following the quarter that includes the
Grant Date. No more than fifty thousand Shares in total may vest pursuant to this Section
2(a)(i)(C), provided, however, that vesting of Shares under this Section 2(a)(i)(C) shall in no way
limit vesting of Shares under Section 2(a)(i)(A) and (B).



For purposes of this Agreement, pre-tax income shall be determined in accordance with the
Generally-Accepted Accounting Principles in the United States.



(ii) The remaining fifty thousand (50,000) Shares (“Time-Based Shares”) shall vest pursuant to
the following schedule:



	 	 	 	 	 	 	 
	Date

	 	Incremental Vesting
	 	Cumulative Amount

Vested

	 

	 	 
	 	 	 	 
	First Anniversary of Grant Date

	 	331/3%
	 	 	331/3	%
	 

	 	 
	 	 	 	 
	Second Anniversary of Grant Date

	 	331/3%
	 	 	662/3	%
	 

	 	 
	 	 	 	 
	Third Anniversary of Grant Date

	 	331/3%
	 	 	100	%
	 

	 	 
	 	 	 	 






(b) Termination of Employment. General. Unless otherwise provided in this Agreement,
upon termination of Grantee’s employment with the Company the Shares which have not vested at the
time of such termination of employment shall be forfeited and revert to the Company immediately
upon such termination of employment, and the Grantee shall have no rights whatsoever to such
Shares.



(c) Time-Based Shares. Termination by the Company without Cause, by Grantee for Good
Reason, due to Death, Disability, non-renewal by the Company of the Employment Agreement. In
the event of termination of Grantee’s employment with the Company by virtue of: 1) termination by
the Company without Cause; 2) termination by Grantee for Good Reason; 3) Grantee’s death or
Disability; or 4) non-renewal by the Company of the Employment Agreement, all the Time-Based Shares
unvested at the time of such termination shall immediately vest.



(d) Performance-Based Shares. Termination due to Death or Disability. Solely for
purposes of determining the number of Performance-Based Shares which have vested pursuant to
Section 2(a)(i) and whether any Performance-Based Shares are subject to forfeiture pursuant to
Section 2(b), in the event of termination of Grantee’s employment with the Company by virtue of
Grantee’s death or Disability, the Grantee shall be treated as employed by the Company for twelve
months following such termination.



(e) Transferability/Escrow. The Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of, until such Shares have vested
pursuant to this Agreement.



To ensure the Grantee’s compliance with this Section 2(e), the certificate evidencing the
Shares may be held in escrow for the Grantee, until such time when the certificate may be
distributed to the Grantee following the vesting of Shares to which such certificates relate.



3. Certificates. With respect to Shares issued pursuant to this Agreement, each
certificate representing such Shares shall bear the following legend:



“The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, are
subject to restrictions on transfer and other terms and conditions, which
are set forth in the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive
Plan (the “Plan”), and in an Agreement entered into by and between the
registered owner of such shares and Noven Pharmaceuticals, Inc. (the
“Company”), dated April 29, 2008 (the “Award Agreement”). A copy of the
Plan and the Award Agreement may be obtained from the Secretary of the
Company.”



4. Withholding. To the extent that the grant, the receipt or the vesting of any
Shares results in income to Grantee for federal or state income tax purposes, Grantee shall deliver
to the Company at the time of such grant, receipt or vesting, as the case may be, such amount of
money as the Company may require to meet its withholding obligation under applicable tax laws or
regulations, and, if Grantee fails to do so, the Company, may in its sole discretion, (i) cause the
Shares and the Grantee’s right to receive the Shares to be forfeited or (ii) withhold from any cash
or stock remuneration then or thereafter payable to Grantee any tax required to be withheld by
reason of such resulting compensation income.



5. Status as a Shareholder. Subject to the restrictions set forth herein, the Grantee
shall have all rights of a shareholder applicable to the Restricted Stock, whether vested or
unvested, including the right to vote the shares and receive all dividends and other distributions
paid or made with respect thereto; provided, however, that any shares issued to Grantee as a
dividend or distribution shall be subject to the same terms and conditions set forth herein. The
Grantee shall have no rights as a shareholder with respect to any Restricted Stock which is
forfeited.



6. Status and Issuance of Shares. Grantee agrees that the Shares will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities laws. Grantee also agrees (i) that the certificates representing the Shares may
bear such legend or legends as the Company deems appropriate in order to assure compliance with
applicable securities laws, (ii) that the Company may refuse to register the transfer of the Shares
on the stock transfer records of the Company if such proposed transfer would be in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable securities law and
(iii) that the Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Shares. Notwithstanding any other provisions of this Agreement,
the issuance or delivery of Shares may be postponed for such period as may be required to comply
with applicable requirements of any national securities exchange or any requirements under any law
or regulation applicable to the issuance or delivery of such Shares. The Company shall not be
obligated to issue or deliver the Shares if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental authority or any
national securities exchange.



7. Committee’s Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering
any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its
delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan,
including, without limitation, the right to make certain determinations and elections with respect
to the Shares.



8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Grantee.



9. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida.



[SIGNATURES ON FOLLOWING PAGE]





1






IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Grantee has executed this Agreement, all as of the date first above
written.




COMPANY:




NOVEN PHARMACEUTICALS, INC.




By: /s/ Jeff Mihm

Jeff Mihm

Vice President and General Counsel





GRANTEE:




 /s/ Peter Brandt



Peter Brandt





2