Exhibit 10.52


 


THERAVANCE, INC. 2004
EQUITY INCENTIVE PLAN


 


NOTICE OF RESTRICTED
STOCK UNIT AWARD


 


You have been granted the number of restricted stock
units indicated below by Theravance, Inc. (the “Company”)
on the following terms:


 


	
  Name:

  	
  «FirstName» «LastName»

  



 


Restricted Stock Unit Award
Details:


 


	
  Date
  of Grant:

  	
  «GrantDate»

  
	
  Restricted Stock Units:

  	
  «Shares»

  



 


Each restricted stock unit (the “Restricted Stock Unit”) represents the right to receive one
share of the Company’s Common Stock subject to the terms and conditions
contained in the Restricted Stock Unit Agreement.


 


Vesting
Schedule:


 


Vesting is dependent upon continuous service
as an Employee, a Consultant, or a member of the Board (“Service”)
throughout the vesting period.  The units
will fully vest on the one-year anniversary of the grant date, provided that
you remain in continuous Service through such date. In addition, all of the
restricted stock units subject to this award will vest immediately if the Company
is subject to a Change in Control (as defined in the Plan) before your continuous
Service terminates and upon your death or cessation of Service due to
Disability (as defined below).


 


You and the Company agree that your right to receive the units is
granted under and governed by the terms and conditions of the Plan and of the
Restricted Stock Unit Agreement that is attached to and made a part of this
document.  Capitalized terms not defined herein have the
meaning ascribed to such terms in the Plan.


 


You agree that the Company may
deliver by email all documents relating to the Plan or this award (including,
without limitation, prospectuses required by the Securities and Exchange
Commission) and all other documents that the Company is required to deliver to
its security holders (including, without limitation, annual reports and proxy
statements).  You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company.  If the Company posts these documents on a web
site, it will notify you by email.


 


 


	
  RECIPIENT:

  	
   

  	
  THERAVANCE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  «FirstName» «LastName»

  	
   

  	
  Title:

  	
   

  
	
  Print Name

  	
   

  	
   

  



 

















 


THERAVANCE, INC. 2004
EQUITY INCENTIVE PLAN:

RESTRICTED STOCK UNIT AGREEMENT


 


	
  Payment for Shares

  	
  No payment is required for the restricted
  stock units you are receiving.

  
	
   

  	
   

  
	
  Nature
  of Units

  	
  Your units are
  bookkeeping entries. They represent only the Company’s unfunded and unsecured
  promise to issue shares of Common Stock on a future date. As a holder of
  units, you have no rights other than the rights of a general creditor of the
  Company.

  
	
   

  	
   

  
	
  Vesting

  	
  The restricted stock units that you are
  receiving will vest as shown in the Notice of Restricted Stock Unit Award.
  

  
	
   

  	
   

  
	
   

  	
  No additional units vest after your Service has terminated for any
  reason, except as set forth on the
  Notice of Restricted Stock Unit Award.

  
	
   

  	
   

  
	
   

  	
  The restricted stock units
  will vest in full if not assumed or substituted with a new award as
  set forth in Section 11.3 of the Plan.

  
	
   

  	
   

  
	
  Time of Settlement

  	
  A vested unit will be settled on the fourth
  anniversary of the Date of Grant or, if earlier, 60 days following the
  cessation of your Service for any reason.

  
	
   

  	
   

  
	
   

  	
  If a unit vests on an accelerated basis as the
  result of a Change in Control, then it will be settled immediately prior to
  the closing of the transaction that constitutes a Change in Control.

  
	
   

  	
   

  
	
   

  	
  If a unit vests on an accelerated basis as the
  result of your death or Disability, then it will be settled 60 days following
  the cessation of your Service due to your death or Disability.

  
	
   

  	
   

  
	
  Disability

  	
  For all purposes under this Agreement, “Disability”
  means that you are unable to engage in any substantial gainful activity by
  reason of any medically determinable physical or mental impairment which can
  be expected to result in death or which has lasted, or can be expected to
  last, for a continuous period of not less than one year.

  
	
   

  	
   

  
	
  Form of Settlement

  	
  At the time of settlement, you will receive one
  share of the Company’s Common Stock for each vested unit.

  
	
   

  	
   

  
	
  Forfeiture

  	
  If your Service terminates
  for any reason, then your restricted stock units that have not vested before
  the termination date and do not vest as a result of the termination pursuant
  to this Agreement or as set forth on the Notice of Restricted Stock Unit
  Award, will be forfeited immediately. This means that the restricted stock
  units will immediately revert to the Company. You receive no payment for
  restricted stock units that are forfeited. The Company determines when your
  Service terminates for this purpose.

  



 

















 


	
  Stock Certificates

  	
  No shares of Common Stock shall be issued to you prior to the date on
  which the restricted stock units are settled. At the time of settlement, a
  stock certificate for the shares representing your vested restricted stock
  units shall be released to you or the Company shall cause to be issued in
  book-entry form, registered in your name or in the name of your legal
  representatives, beneficiaries or heirs, as the case may be, the number of
  shares of Common Stock representing your vested restricted stock units. No
  fractional shares shall be issued.

  
	
   

  	
   

  
	
  Stockholder Rights

  	
  The restricted stock units
  do not entitle you to any of the rights of a stockholder of Common Stock.
  Upon settlement of the restricted stock units into shares of Common Stock,
  you will obtain full voting and other rights as a stockholder of the Company.

  
	
   

  	
   

  
	
  Units
  Restricted

  	
  You
  may not sell, transfer, pledge or otherwise dispose of any restricted stock
  units or rights under this Agreement other than by will or by the laws of
  descent and distribution. Notwithstanding the foregoing, you may designate a
  beneficiary or beneficiaries to receive any property distributable with
  respect to the restricted stock units upon your death.

  
	
   

  	
   

  
	
  Withholding Taxes

  	
  No shares will be distributed to you unless you have
  made arrangements acceptable to the Company to pay any withholding taxes that
  may be due as a result of the settlement of this award.

  
	
   

  	
   

  
	
  Restrictions on Issuance

  	
  The Company will not issue shares to you if the
  issuance of shares at that time would violate any law or regulation.

  
	
   

  	
   

  
	
  Restrictions on Resale

  	
  You agree not to sell any
  shares of Common Stock you receive under this Agreement at a time when
  applicable laws, regulations, Company trading policies (including the
  Company’s Insider Trading Policy, a copy of which can be found on the
  Company’s intranet) or an agreement between the Company and its underwriters
  prohibit a sale. This restriction will apply as long as your Service
  continues and for such period of time after the termination of your Service
  as the Company may specify.

  
	
   

  	
   

  
	
  No Retention Rights

  	
  Your award or this
  Agreement does not give you the right to be retained by the Company or a
  subsidiary of the Company in any capacity. The Company and its subsidiaries
  reserve the right to terminate your Service at any time, with or without
  cause. Nor shall this Agreement in any way be construed or interpreted so as
  to affect adversely or otherwise impair the right of the Company or the
  stockholders to remove you from the Board at any time in accordance with the
  provisions of applicable law.

  



 


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  Adjustments

  	
  In the event of a stock
  split, a stock dividend or a similar change in Common Stock, the number of
  restricted stock units that will vest in any future installments will be
  adjusted accordingly.

  
	
   

  	
   

  
	
  Applicable Law

  	
  This Agreement will be
  interpreted and enforced with respect to issues of contract law under the
  laws of the State of Delaware.

  
	
   

  	
   

  
	
  The Plan and Other Agreements

  	
  The text of the Plan is
  incorporated in this Agreement by reference. A copy of the Plan is available
  on the Company’s intranet or by request to the Finance Department.  

  
	
   

  	
   

  
	
   

  	
  This Agreement, the Notice
  of Restricted Stock Unit Award, and the Plan constitute the entire
  understanding between you and the Company regarding this award. Any prior
  agreements, commitments or negotiations concerning this award are superseded.
  This Agreement may be amended only by another written agreement between the
  parties.

  



 


BY
ACCEPTING THIS RESTRICTED
STOCK UNIT AWARD, YOU AGREE TO


 


ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


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