Exhibit 10.3


 


	
  Notice
  of Grant of

  	
  Cephalon, Inc.

  
	
  Restricted
  Stock Award

  	
  41
  Moores Road

  
	
   

  	
  Frazer,
  PA 19355

  
	
   

  	
   

  
	
  Grantee
  Name & Address

  	
   

  
	
   

  	
   

  
	
   

  	
  Plan:      2004 Equity Compensation Plan

  



 


Effective as of XX/XX/XXXX (“Date
of Grant”), you have been granted the right to receive *** shares of the common
stock of Cephalon, Inc. (“Shares”) pursuant to a Restricted Stock Grant (“Award”)
under the Cephalon, Inc. 2004 Equity Compensation Plan.


 


The restrictions on the
Shares lapse according to the following schedule, provided you are employed by
Cephalon, Inc. (“Company”) or a subsidiary of the Company, on the
applicable Vesting Date.  If your
employment terminates prior to the applicable Vesting Date, you will forfeit
any Shares for which the restrictions have not lapsed as of your termination
date, unless otherwise provided in the Grant Agreement.


 


	
  Vesting Date

  	
   

  	
  Vest %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  First Anniversary of the
  Date of Grant

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Second Anniversary of the
  Date of Grant

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Third Anniversary of the
  Date of Grant

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Fourth Anniversary of the
  Date of Grant

  	
   

  	
  25

  	
  %

  



 


The vesting of the Shares
subject to the Award is cumulative, but shall not exceed 100% of the Shares
subject to the Award.  If the foregoing
schedule would produce fractional Shares, the number of Shares for which the
Award becomes vested shall be rounded down to the nearest whole Share.  The Award shall become fully vested on the
Fourth Anniversary of the Date of Grant, provided that you are employed by the
Company or a subsidiary of the Company on such date.


 


To accept this Award and
acknowledge your agreement to the terms and conditions of the Award, you must
click on the box below “Accept Award.”


 


By accepting this Award, you
accept the Award described in this Notice of Grant of Restricted Stock Award and
the corresponding Grant Agreement and the Plan, and agree to be bound by the
terms and conditions of this Notice of Grant of Restricted Stock Award and the
Grant Agreement and the Plan, each of which is made part of this Notice of
Grant of Restricted Stock Award.  By
accepting this Award, you also agree that all of the decisions and
determinations of the Committee (as defined in the Plan) 


 

















 


and the Company’s Board of
Directors, as applicable, with respect to the Award are final and binding.


 


In addition, by accepting
this Award you hereby certify to the following:


·                  I have read and understand
the Company’s Policy Statement on Securities Traded by Cephalon Personnel
(updated July 2008) (the “Policy Statement”) and have retained a copy for
my records.  I also understand that Todd
Longsworth, Senior Counsel, is available to answer any questions regarding the
Policy Statement.


·                  Since the date of my last
certification (or, for new employees, since the date I became an employee of
the Company or a subsidiary) I have complied with the Policy Statement.


·                  I will continue to comply
with the Policy Statement for as long as I am subject to it.


 

















 


GRANT AGREEMENT


 


This GRANT AGREEMENT (the “Agreement”)
sets forth the terms and conditions of the restricted stock award that has been
granted to you pursuant to the corresponding Notice of Grant of Restricted
Stock Award (the “Notice”) effective as of the Date of Grant (as defined in the
Notice).


 


1.             Grant of Restricted Stock.


 


Subject
to the terms and conditions set forth in the Notice, this Agreement and the
2004 Equity Compensation Plan (the “Plan”), Cephalon, Inc. (the “Company”)
has granted to you, as of the Date of Grant, the right to receive the number of
shares of the Company’s common stock (the “Shares”) as listed in the Notice,
subject to the restrictions set forth below and in the Notice and the Plan (the
“Restricted Stock”).  Shares of
Restricted Stock may not be transferred by you or subjected to any security
interest until the Shares have become vested pursuant to this Agreement, the
Notice and the Plan.  The Shares will become
vested as described in the Notice and Paragraph 2 below.


 


2.             Restrictions.


 


(a)           Vesting
Period.  Unless otherwise provided in this Agreement,
the Shares of Restricted Stock shall become vested, and the restrictions described
in Paragraph 2(d) below shall lapse, in accordance with the vesting
schedule set forth in the Notice, provided that you are employed by the Company
or a subsidiary of the Company (collectively, the “Employer”) on the applicable
vesting date.  The period before the
Shares subject to the Restricted Stock vest is referred to herein as the “Restriction
Period”.


 


(b)           Termination
of Employment Other than on Account of Death.  Should your employment with the Employer terminate
for any reason other than by reason of your death before the Restricted Stock
is fully vested, the Shares of Restricted Stock that are not then vested shall
be forfeited and you shall have no further rights with respect to such Shares
of Restricted Stock.


 


(c)           Termination
of Employment on Account of Death.  Should your employment with the Employer
terminate on account of your death, the Shares subject to the Restricted Stock
that have not then vested shall become vested as of the date of your death and
the restrictions described in Paragraph 2(d) below shall lapse.


 


(d)           Restrictions on Transfer; Shares
Subject to Forfeiture.  During the
Restriction Period, you may not sell, assign, transfer, pledge or otherwise
dispose of any portion of the Shares that are subject to the Restriction
Period.  Any attempt to sell, assign,
transfer, pledge or otherwise dispose of such Shares contrary to the provisions
hereof, 


 

















 


and the levy of
any execution, attachment or similar process upon the Shares, shall be null,
void and without effect.


 


3.             Issuance of Stock Certificates.


 


Unless the Shares are
forfeited pursuant to Paragraph 2, at the end of the applicable Restriction
Period, you will be entitled to receive an unrestricted certificate
representing the Shares that have become vested.


 


4.             Privilege of Stock Ownership.


 


You
will have none of the rights of a stockholder (including no right to vote or to
receive any cash or other dividends declared on such Shares), with respect to
any Shares, until the Restriction Period has expired with respect to the
Shares.


 


5.             Certain Company Transactions.


 


The provisions of the Plan applicable to a Change of Control (as
defined in the Plan) and a Corporate Transaction (as defined in the Plan) shall
apply to the Shares, and, in the event of a Change of Control or Corporate
Transaction, the Committee (as defined in the Plan) may take such actions as it
deems appropriate pursuant to the Plan.


 


6.             Withholding.


 


You shall be required to pay to the Company, or make other arrangements
satisfactory to the Company to provide for the payment of, any federal, state,
and local or other taxes that the Employer is required to withhold with respect
to the grant or vesting of the Shares.  You
may make an election to satisfy any income tax withholding obligation with respect
to the Shares by having Shares withheld up to an amount that does not exceed your
minimum applicable withholding tax rate for federal (including FICA), state and
local tax liabilities.  Such election
must be in the form and manner prescribed by the Committee.  If you are a director or officer (within the
meaning of Rule 16a-1(f) promulgated under the Securities Exchange
Act of 1934, as amended), such election must be irrevocable and must be made
six months prior to the date on which all restrictions lapse with respect to
such Shares.


 


7.             Compliance with
Laws and Regulations.


 


(a)           The obligations of the Company to
deliver Shares upon the vesting of the Restricted Stock pursuant to this
Agreement shall be subject to the condition that if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance of
such Shares, the Shares may not be issued in whole or in part unless such
listing, 


 

















 


 


registration,
qualification, consent or approval shall have been effected or obtained free or
any conditions not acceptable to the Committee. The issuance of Shares to you
pursuant to this Agreement is subject to applicable taxes and other laws and
regulations of the United States or any state having jurisdiction thereof.


 


(b) 
You agree to be bound by the Company’s policies regarding the transfer of shares
of the Company’s common stock and understand that there may be certain times
during the year in which you will be prohibited from selling, transferring,
pledging, donating, assigning, mortgaging, hypothecating or encumbering shares
after the applicable restrictions have lapsed. 
In addition, in connection with this grant, the Company may require you
(or, in the case of your death, your executor, administrator, heir or legatee,
as the case may be) to execute and deliver to the Company such representations
in writing as may be requested by the Company so that it may comply with the
applicable requirements of federal and state securities laws.


 


8.             No Employment Contract.


 


Nothing
in the Agreement, the Notice or in the Plan confers upon you any right to continue
in the employ or service of the Employer or interferes with or restricts in any
way the rights of the Employer, which are hereby expressly reserved, to
discharge you at any time for any reason or no reason, with or without
cause.  Except to the extent the terms of
any employment contract between you and the Employer expressly provides
otherwise, neither the Company nor any of its subsidiaries is under any
obligation to continue your employment for any period of specified duration.


 


9.             Notices.


 


Any
notice required to be given or delivered to the Company under the terms of this
Agreement will be in writing and addressed to the Company in care of its
Executive Vice President and Chief Administrative Officer at its corporate
office at 41 Moores Road; Frazer, Pennsylvania 19355.  Any notice required to be given or delivered
to you will be in writing and addressed to you at the address provided on the
Notice or such other address provided in writing by you to the Employer.  All notices will be deemed to have been given
or delivered upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.


 

















 


10.          Assignment.


 


The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates.  This Agreement may be
assigned by the Company without your consent.


 


11.          Grant Subject to Plan Provisions.


 


This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the
Plan.  Capitalized terms not otherwise
defined herein or in the Notice that are defined in the Plan shall have the
meaning specified in the Plan.  This
grant is also subject to the interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in
accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (i) rights and obligations with respect to
withholding taxes, (ii) the registration, qualification or listing of the
Shares, (iii) changes in capitalization of the Company, and (iv) other
requirements of applicable law.  The
Committee shall have the authority to interpret and construe this grant
pursuant to the terms of the Plan, this Agreement and the Notice, and all
decisions of the Committee with respect to any question or issue arising under
the Plan, this Agreement or the Notice, shall be conclusive and binding on all
persons having an interest in this grant.


 


12.          Governing Law.


 


The
interpretation, performance and enforcement of this Agreement, the Notice and
the Plan will be governed by the laws of the Commonwealth of Pennsylvania
without giving effect to the conflicts of laws provisions thereof.


 


Accept


Award