Exhibit
10.1


 


RESTRICTED STOCK
AGREEMENT


 


This Agreement
(the “Agreement”) is made as of the 31st day of August, 2007 (“Date
of Award”), between Medarex, Inc., a New Jersey corporation (the “Company”),
and Christian S. Schade (the “Grantee”). 
In consideration of the agreements set forth below, the Company and the
Grantee agree as follows:


 


1.             Grant.  A
restricted stock award (“Award”) of 65,000 shares (“Award Shares”) of the
Company’s common stock, $.01 par value per share (“Common Stock”), is hereby
granted by the Company to the Grantee subject to (i) the terms and conditions
hereof, (ii) the provisions of the Medarex, Inc. 2005 Equity Incentive Plan
(the “Plan”), a copy of which is attached hereto as Exhibit A and the terms of
which are incorporated by reference herein, and (iii) the terms and conditions
of the Grantee’s employment agreement with the Company dated January 5, 2004
(the “Employment Agreement”), and (iv) the receipt by the Company of a stock
power endorsed in blank by the Grantee, in the form attached hereto as Exhibit
B.  All capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Plan.  The term “Cause” as used herein shall have
the meaning set forth in Section 6.B.(1) of the Employment Agreement and not in
the Plan.  In the event of any conflict
between the provisions of this Agreement, the Employment Agreement and those of
the Plan, the provisions of the Plan shall control.


 


2.             Transfer Restrictions.  None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or involuntarily, by
the Grantee, except in accordance with the terms of this Agreement and the
Plan.


 


3.             Release of Restrictions.  


 


(a)
The restrictions set forth in Section 2 above shall lapse on August 31, 2010 with
respect to all 65,000 Award Shares, provided, however, that if, prior to August 31, 2010, the Grantee’s employment with the
Company is terminated by the Company either (i) without Cause or (ii) after
giving the Grantee notice of non-renewal of the Employment Agreement, the
restrictions set forth in Section 2 above shall be deemed to have lapsed with
respect to 1/36th of the Award Shares for each month of Grantee’s
employment with the Company beginning on August 31, 2007 and ending on Grantee’s
termination date.


 


(b) In
the event the Grantee’s employment with the Company is terminated prior to the
date the restrictions lapse, as provided in Section 3(a), due to the Grantee’s
retirement, permanent disability, or death, or in cases of special circumstances,
the Committee may, in its sole discretion, when it finds that a waiver would be
in the best interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to the Grantee’s Award Shares.


 


4.             Forfeiture. 
Except as set forth in Section 3 above, in the event the Grantee’s
employment with the Company is terminated for any reason prior to the date the
restrictions lapse


 

















 


as provided in Section 3
above, the Award Shares for which restrictions have not lapsed shall be
forfeited to the Company.


 


5.             Tender Offer/Merger; Adjustment of Shares.  Notwithstanding anything contained herein to
the contrary:


 


(a)           Award Shares (i) may be tendered in
response to a tender offer for or a request or invitation to tenders of greater
than 50% of the outstanding Common Stock of the Company or (ii) may be
surrendered in a merger, consolidation or share exchange involving the Company;
provided, however, that in each case, in
the event such tender offer, request for tender, merger, consolidation or share
exchange does not result in a Change in Control, the securities or other
consideration received in exchange therefore shall thereafter be subject to the
restrictions and conditions set forth herein. 
Notwithstanding anything in the foregoing to the contrary, upon a Change
in Control any and all restrictions on restricted stock shall lapse regardless
of the restriction period established by the Committee and all such restricted
stock shall become fully vested and nonforfeitable.


 


(b)           In the event of any change in the
outstanding Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share split, reverse
share split, share distribution or combination of shares or the payment of a share
dividend, the Award Shares shall be treated in the same manner in any such
transaction as other Common Stock.  Any
Common Stock or other securities received by the Grantee with respect to the
Award Shares in any such transaction shall be subject to the restrictions and
conditions set forth herein.


 


6.             Rights as Stockholder.  The Grantee shall be entitled to all of the
rights of a stockholder with respect to the Award Shares held in escrow
including the right to vote such shares and to receive dividends and other
distributions payable with respect to such shares since the Date of Award, even
if some or all of such Award Shares have not yet vested and been released from
the restrictions set forth in Section 2 above.


 


7.             Escrow of Share Certificates.  Certificates for the Award Shares shall be
issued in the Grantee’s name and shall be held in escrow by the Company until
all restrictions lapse or such shares are forfeited as provided herein;
provided, however, that the terms of such escrow shall make allowance for the
transactions contemplated by Section 5 above. 
A certificate or certificates representing the Award Shares as to which
restrictions have lapsed shall be delivered to the Grantee upon such lapse,
provided that any withholding obligations of the Company are satisfied pursuant
to Section 9 below.


 


8.             Government Regulations.  Notwithstanding anything contained herein to
the contrary, the Company’s obligation to issue or deliver certificates
evidencing the Award Shares shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


 

















 


9.             Withholding
Taxes.  The Company shall have the
right to require the Grantee to remit to the Company, or to withhold from other
amounts payable to the Grantee, as compensation or otherwise, an amount
sufficient to satisfy all federal, state and local withholding tax requirements
which may arise in connection with this Award.


 


10.           Tax Consequences.   The
acquisition and vesting of the Award Shares may have adverse tax consequences
to the Grantee that may be avoided or mitigated by filing an election under
Section 83(b) of the Code.  Such election
must be filed within thirty (30) days after the date this Award is granted.  The Grantee hereby acknowledges that it is
his responsibility, and not the Company’s, to file a timely election under
Section 83(b) of the Code, even if the Grantee requests the Company to make
such filing on his behalf.


 


11.           Award not a Service Contract.  This Award is not an employment or service
contract, and nothing in this Award shall be deemed to create in any way
whatsoever any obligation on the Grantee’s part to continue in the employ of or
service to the Company, or on the part of the Company to continue the Grantee’s
employment or service.


 


12.           Governing Law.  This Agreement shall be construed under the
laws of the State of New Jersey, without regard to its conflicts of laws
principles.


 


IN WITNESS WHEREOF, the
Company has caused this Award to be granted on the date first above written.


 


	
   

  	
  Medarex, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Howard
  H. Pien

  	
   

  
	
   

  	
   

  	
  Howard H. Pien,

  
	
   

  	
   

  	
  President and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
    /s/
  Christian S. Schade

  	
   

  	
   

  
	
  Christian S. Schade – Grantee

  	
   

  
					



 

















 


EXHIBIT B


 


STOCK POWER


 


FOR VALUE RECEIVED                                                                                                      


 


Please
insert Social Security or other


   Identification number of assignee


 


Hereby sell, assign and
transfer unto:                                                                                        


 


                                                                                                                                                    


                                                                                                                                                    


 


(                                )
Shares of the                           
Capital Stock of                                             


 


                                                      
standing in my (our) name(s) on the books of said Corporation represented by
Certificate(s) No.(s)                                                                                                                                                             


 


herewith and do hereby
irrevocably constitute and appoint                                                             


                                                                                                                                                            


Attorney to transfer the
said stock on the books of said Corporation with full power of substitution in
the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed*

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


 






* An eligible guarantor
is a member of one of the Acceptable Signature Guarantee Medallion Programs
(STAMP, SEMP, NYSEMSP) with a bond limit of $500,000 or more, or has applied to
us and has been accepted by Continental Stock Transfer & Trust Company as of
current date.