EXHIBIT 10.1(e)


 


RELIANT PHARMACEUTICALS, INC.


 


2004 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


Unless
otherwise specified herein, all capitalized terms shall have the same meanings
as set forth in the Reliant Pharmaceuticals, Inc. 2004 Equity Incentive
Plan (the “Plan”).


 


I.                                         NOTICE OF GRANT


 


[Name]


 


You (“Participant”) are hereby granted Common Stock (the “Shares”) in the Company, subject to the
terms and conditions of the Plan and this Restricted Stock Agreement. The terms
of your grant are set forth below:


 


Date of Grant:


 


Vesting Commencement Date:


 


Shares Granted:


 


Vesting
Schedule:


 


The
Shares shall vest and be transferable, according to the following schedule:


 


Twenty-five
percent (25%) of the Shares (rounded down to the next whole Share) shall vest
on each anniversary of the Vesting Commencement Date, so that all of the Shares
shall be vested on the fourth anniversary of the Vesting Commencement Date.
Participant shall vest in the Shares only for so long as he/she continues to
provide services to the Company and its Subsidiaries as an Employee, Consultant
or Director. If the Participant ceases to provide services to the Company in
such capacity, then any Shares which are not yet vested shall be forfeited and
the Participant shall have no further interest therein.


 


Notwithstanding
the foregoing, upon a Change of Control, fifty percent (50%) of any remaining
unvested portion of the Shares shall vest. The Shares shall be fully vested if
the Participant’s employment with the Company is terminated without Cause or
the Participant terminates employment with the Company for Good Reason within
one year following a Change of Control. “Good Reason”
means: (a) a decrease in base compensation by more than fifteen percent
(15%); (b) Participant’s duties and responsibilities are materially
reduced; (c) the Participant’s title is substantively reduced, other than
as a part of a change in titles across departments or across all executive
officers; or (d) Participant is involuntarily relocated more than 50 miles
from his current location of employment immediately prior to the Change of
Control for a period of more than one year. For one of these four events to
constitute Good Reason, however, the event must be involuntary, and the
Participant must file a written objection with the Company (or its successor
company) within thirty (30) days following the date that he receives notice of
the event. If the Participant does not file an objection during this 30-day
period, the event will not constitute Good Reason.


 


II.                                     AGREEMENT


 


1.                                       Grant
of Restricted Units. The Company hereby grants to the Participant the
number of Shares set forth in the Notice of Grant, subject to the delivery of
the Participant of the Investment Representation Statement set forth on Exhibit A.
Additionally, Participant, without further action on his or her part, by
execution of this Restricted Stock Agreement agrees to be deemed a party to, a
signatory of and bound by the Stockholders’ Agreement dated April 1, 2004,
as amended (the “Stockholders’ Agreement”),
and the Shares shall be subject to such rights and restrictions as contained
therein. Notwithstanding anything to the contrary anywhere else in this
Restricted Stock Agreement, this grant of the Shares is subject to the terms, 


 

















 


definitions and provisions of the Plan and the Stockholders’ Agreement
which are incorporated herein by reference.


 


2.                                       Vesting.
Participant shall vest in the Shares as set forth in the Notice of Grant. For
purposes of this Restricted Stock Agreement, the Shares shall vest based upon
Participant’s continued performance of services to the Company and its
Subsidiaries as an Employee, Consultant or Director. Upon termination of
Participant’s service as an Employee, Consultant or Director of the Company or
any of its Subsidiaries, the unvested portion of the Shares (“Unvested Shares”) shall be forfeited to the Company and
cancelled without any payment thereon. The vested portion of the Shares (“Vested Shares”) shall no longer be subject to forfeiture,
but shall be subject to the Rights of First Refusal and Call Rights as set
forth in Sections 4 and 5 below.


 


3.                                       Rights
and Obligations as a Stockholder. The Company will evidence by book entry
Participant’s ownership of the Shares. Participant shall enjoy rights as a
stockholder until such time as Participant disposes of the Shares or the
Company and/or its assignee(s) exercises the Right of First Refusal or Call
Rights hereunder. Upon such exercise, Participant shall have no further rights
as a holder of the Shares so purchased except the right to receive payment for
the Shares so purchased in accordance with the provisions of this Restricted
Stock Agreement, and Participant shall forthwith take all action necessary to
surrender to the Company for transfer or cancellation the Shares so purchased
or cancelled. This Agreement shall not affect in any way the ownership, voting
rights or other rights or duties of Participant, except as specifically
provided herein.


 


4.                                       Participant’s
Rights to Transfer Units.


 


(a)                                  Limitations
on Transfer. Unvested Shares may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner; provided, however,
that Unvested Shares may with the consent of the Administrator be
transferred to the Participant’s Immediate Family, so long as such transfer is
without receipt of any consideration therefore, and that any Unvested Shares so
transferred shall remain subject to the terms and conditions of this Agreement.
Participant may transfer Vested Shares, subject to the restrictions
contained in this Section 4 and the Stockholders’ Agreement; provided
however no Vested Shares may be transferred (i) to a direct
competitor of the Company as determined by the Board or (ii) for
consideration other than cash. For this purpose “Immediate Family” shall mean Participant’s spouse, former
spouse, children, step-children, grandchildren, siblings, parents,
step-parents, nieces, nephews, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, including adoptive
relationships, and any person sharing the Participant’s household (other than
as a tenant, guest or employee), or trusts in which any of the foregoing have
more than a fifty percent interest, foundations in which the foregoing (or the
Participant) control the management of assets or any other entity in which the
foregoing persons (or the Participant) own more than fifty percent of the
voting interests


 


(b)                                 Company’s
Right of First Refusal. Before any Vested Shares held by Participant or any
permitted transferee (each, a “Holder”) may be
sold , pledged, assigned, hypothecated, transferred or otherwise disposed of
(including transfer by gift or operation of law, collectively a “Transfer” or “Transferred”),
the Company or its assignee(s) shall have a right 


 


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of first refusal to purchase the Vested Shares on the terms and
conditions set forth in this Section 4(b) (the “Right of
First Refusal”).


 


(i)                                     Notice
of Proposed Transfer. The Holder of the Vested Shares shall deliver to the
Company a written notice (the “Notice”)
stating:  (i) the Holder’s bona fide
intention to sell or otherwise Transfer such Vested Shares; (ii) the name
of each proposed transferee (“Proposed Transferee”);
(iii) the Vested Shares to be Transferred to each Proposed Transferee; and
(iv) the bona fide cash price for which the Holder proposes to Transfer
the Vested Shares (the “Offered Price”),
and the Holder shall offer the Vested Shares at the Offered Price to the
Company or its assignee(s).


 


(ii)                                  Exercise
of Right of First Refusal. Within thirty (30) days after receipt of the
Notice, the Company and/or its assignee(s) may elect in writing to
purchase all, but not less than all, of the Vested Shares proposed to be
Transferred to any one or more of the Proposed Transferees. The purchase price
will be determined in accordance with subsection (iii) below.


 


(iii)                               Purchase Price. The
purchase price (“Purchase Price”) for the Vested
Shares repurchased under this Section shall be the Offered Price.


 


(iv)                              Payment.
Payment of the Purchase Price shall be made, at the option of the Company or
its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of
repurchase by an assignee, to the assignee), or by any combination thereof
within thirty (30) days after receipt of the Notice or in the manner and at the
times set forth in the Notice.


 


(v)                                 Holder’s
Right to Transfer. If all of the Vested Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company
and/or its assignee(s) as provided in this Section, then subject to any rights
of first refusal and other restrictions on transfer contained in the
Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer
such Vested Shares to that Proposed Transferee at the Offered Price or at a
higher price, provided that such sale or other Transfer is consummated within
one hundred twenty (120) days after the date of the Notice and provided further
that any such sale or other Transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section, as applicable, shall continue to apply to the
Vested Shares in the hands of such Proposed Transferee. If the Vested Shares
described in the Notice are not Transferred to the Proposed Transferee within
such period, a new Notice shall be given to the Company, and the Company and/or
its assignees shall again be offered the Right of First Refusal as provided
herein before any Vested Shares held by the Holder may be sold or
otherwise Transferred. The Company’s Right of First Refusal as contained herein
shall be in addition to and arise prior to any rights of first refusal
contained in the Stockholders’ Agreement.


 


(c)                                  Exception
for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding,
the Transfer of any or all of the Vested Shares during the Participant’s
lifetime or on the Participant’s death by will or intestacy to the Participant’s
Immediate Family shall be exempt from the Right of First Refusal. In such case,
the transferee 


 


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or other recipient shall receive and hold the Restricted Units so
Transferred subject to the provisions of this Section, Section 5 and the
Stockholders’ Agreement, as applicable, and there shall be no further Transfer
of such Vested Shares except in accordance with the terms of this Section.


 


(d)                                 Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to
all Vested Shares ninety (90) days after a sale of common stock of the Company
to the general public pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (a “Public Offering”).


 


5.                                       Company
Call Right.


 


(a)                                  If
Participant ceases to provide services to the Company and its Subsidiaries as
an Employee, Consultant or Director for any reason, the Company shall have the
right to purchase any or all of the Vested Shares then owned by the Holder at a
price equal to the Fair Market Value of the Vested Shares on the date on which
the Participant ceases to provide services (the “Call Right”).


 


(b)                                 The
Company may exercise the Company Call Right by delivering personally or by
registered mail to Holder within ninety (90) days of the date on which
Participant ceases to provide services to the Company and its Subsidiaries, a
notice in writing indicating the Company’s intention to exercise the Company
Call Right and setting forth a date for closing not later than thirty (30) days
from the mailing of such notice. The closing shall take place at the Company’s
office.


 


(c)                                  At
its option, the Company may elect to make payment for the Vested Shares to
a bank selected by the Company. The Company shall avail itself of this option
by a notice in writing to Holder stating the name and address of the bank, date
of closing, and waiving the closing at the Company’s office.


 


(d)                                 If
the Company does not elect to exercise the Company Call Right conferred above
by giving the requisite notice within ninety (90) days following the date on
which Participant ceases to be a Service Provider, the Company Call Right shall
terminate.


 


(e)                                  The
Company Call Right shall terminate as to all Vested Shares ninety (90) days
after a Public Offering.


 


6.                                       Lock-Up
Period. Participant hereby agrees that if so requested by the Company (any
successor thereto) or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Securities Act of
1933, as amended (the “Securities Act”),
Participant shall not sell or otherwise transfer any Units (or any securities
of the Company in which such Units may be converted) or other securities
of the Company during the 180-day period (or such longer period as may be
requested in writing by the Managing Underwriter and agreed to in writing by
the Company) (the “Market Standoff Period”)
following the effective date of a registration statement of the Company filed
under the Securities Act; provided, however,
that such restriction shall apply only to the first registration statement of
the Company to become effective under the Securities Act 


 


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that includes securities to be sold on behalf of the Company to the
public in an underwritten public offering under the Securities Act. The Company
may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.


 


7.                                       Refusal
to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement or the Stockholders’ Agreement or (ii) to
treat as owner of such Shares or to accord the right to vote or pay dividends
to any Participant or other transferee to whom such Shares shall have been so
transferred.


 


8.                                       Successors
and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Participant and his or her heirs, executors, administrators, successors and
assigns.


 


9.                                       Interpretation.                    Any dispute
regarding the interpretation of this Agreement shall be submitted by
Participant or by the Company forthwith to the Committee which shall review
such dispute at its next regular meeting. The resolution of such a dispute by
the Committee shall be final and binding on the Company and on Participant.


 


10.                                 Notices.
Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit in the
United States mail by certified mail, with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to
time to the other party. Participant further agrees to notify the Company upon
any change in the residence address indicated below.


 


11.                                 Further
Instruments. The parties agree to execute such further instruments and to
take such further action as may be reasonably necessary to carry out the
purposes and intent of this Restricted Stock Agreement.


 


12.                                 Entire
Agreement. The Plan and the Stockholders’ Agreement are incorporated herein
by reference. This Restricted Stock Agreement, the Plan, the Investment
Representation Statement and the Stockholders’ Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof.


 


13.                                 Spousal Consent. As a further condition to the Company’s and
Participant’s obligations under this Restricted Stock Agreement, the spouse of
the Participant, if any, shall execute and deliver to the Company the Consent
of Spouse attached hereto as Exhibit B.


 


14.                                 Governing
Law. This Restricted Stock Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware excluding that body of law
pertaining to conflicts of law. Should any provision of this Restricted Stock
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain enforceable.


 


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15.                                 Severability.
Should any provision of this Restricted Stock Agreement be determined by a
court of law to be illegal or unenforceable, the other provisions shall
nevertheless remain effective and shall remain enforceable.


 


16.                                 No
Right to Employment. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
RESTRICTED UNITS HEREIN GRANTED CONTINUE TO VEST ONLY FOR PERIODS DETERMINED
WITH REFERENCE TO THE PERIOD OF CONTINUED CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED OR ACQUIRING
UNITS HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS RESTRICTED STOCK AGREEMENT, NOR IN THE COMPANY’S 2004 EQUITY INCENTIVE
PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON PARTICIPANT
ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT OR CONSULTANCY AT ANY
TIME, WITH OR WITHOUT CAUSE OR NOTICE.


 


17.                                 Restrictive
Legends and Stop-Transfer Orders.


 


(a)                                  Legends.
Participant understands and agrees that the Company shall cause the legends set
forth below or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by state or federal securities laws:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER. FORFEITURE, RIGHTS OF FIRST REFUSAL, AND CALL RIGHTS HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE AND THE
STOCKHOLDERS AGREEMENT DATED APRIL 1, 2004, AS AMENDED FROM TIME TO TIME
BY AND BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER



 


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RESTRICTIONS AND
RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(b)                                 Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations
to the same effect in its own records.


 


(c)                                  Refusal
to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of the Stockholders Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.


 


18.                                 Representations
of Participant. Participant acknowledges that he or she has received, read
and understood the Plan, the Stockholders’ Agreement, and this Restricted Stock
Agreement and is familiar with their terms and provisions. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under this
Agreement.


 


[Signature Page to Follow]


 


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IN
WITNESS WHEREOF, this Restricted Stock Agreement is deemed made as of the date
first set forth above.


 


	
   

  	
  RELIANT
  PHARMACEUTICALS, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  110 Allen Road

  
	
   

  	
   

  	
  Liberty Corner, New Jersey 07938

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
								



 


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EXHIBIT A


 


INVESTMENT REPRESENTATION STATEMENT


 


	
  PARTICIPANT:

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPANY

  	
  :

  	
  RELIANT PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
  SECURITY

  	
  :

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
  AMOUNT

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
  :

  	
   

  



 


In
connection with the grant of the above-listed Securities, the undersigned
Participant represents to the Company the following:


 


(a)                                  Participant
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Participant is acquiring
these Securities for investment for Participant’s own account only and not with
a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”).


 


(b)                                 Participant
acknowledges and understands that the Securities constitute “restricted securities”  under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Participant’s investment intent as expressed herein. In this
connection, Participant understands that, in the view of the Securities and
Exchange Commission, the statutory basis for such exemption may be
unavailable if Participant’ s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future. Participant further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Participant
further acknowledges and understands that the Company is under no obligation to
register the Securities.


 


(c)                                  Participant
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public
offering (or held by any affiliate of the issuer), subject to the satisfaction
of certain conditions. Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to the Participant, the
exercise will be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13
or 15(d) 


 

















 


of the Securities Exchange Act of 1934, ninety (90) days thereafter (or
such longer period as any market stand-off agreement may require) the
Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144,
including:  (1) the resale being
made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker
(as said term is defined under the Securities Exchange Act of 1934); and, in
the case of an affiliate, (2) the availability of certain public
information about the Company, (3) the amount of Securities being sold
during any three (3) month period not exceeding the limitations specified
in Rule 144(e), and (4) the timely filing of a Form 144, if
applicable.


 


(d)                                 In
the event that the Company does not qualify under Rule 701 at the time of
grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than one  year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case
of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two (2) years, the
satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of
the paragraph immediately above.


 


(e)                                  Participant
further understands that in the event all of the applicable requirements of Rule 701
or 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk. Participant understands that no assurances can be given that any such
other registration exemption will be available in such event.


 


	
   

  	
  Signature of
  Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  



 


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EXHIBIT B


 


CONSENT OF SPOUSE


 


I,                                        ,
spouse of                                        
have read and approve the foregoing Restricted Stock Agreement. In
consideration of granting of the Shares of Common Stock of  Reliant Pharmaceuticals, Inc. to my
spouse as set forth in the Restricted Stock Agreement, I hereby appoint my
spouse as my attorney-in-fact in respect to the exercise of any rights under
the Restricted Stock Agreement and agree to be bound by the provisions of the
Restricted Stock Agreement insofar as I may have any rights in any shares
issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the Restricted Stock Agreement.


 


	
  Dated: