Exhibit 10.2(c)


 


RELIANT PHARMACEUTICALS, INC.


 


2007 INCENTIVE AWARD PLAN


 


RESTRICTED STOCK AGREEMENT


 


Unless otherwise
specified herein, all capitalized terms shall have the same meanings as set
forth in the Reliant Pharmaceuticals, Inc. 2007 Incentive Award 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 fully 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 (as defined below), 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 


 


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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), charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the
Participant’s family and/or charitable institutions.


 


(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 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 


 


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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 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.


 


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(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 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.


 


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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.


 


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 2007 INCENTIVE AWARD 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 


 


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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 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: