Exhibit 10.50


 


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:                                     «Name»


 


Restricted Stock Unit Award
Details:


 


	
  Date
  of Grant:

  	
   

  	
  «DateGrant»

  
	
  Restricted
  Stock Units:

  	
   

  	
  «TotalShares»

  
	
  Vesting Commencement Date:

  	
   

  	
  «VestComDate»

  



 


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
(the “Agreement”).


 


Vesting Schedule:


 


Vesting
is dependent upon continuous service as an employee or consultant of the
Company, a Parent, a Subsidiary or an Affiliate (“Service”)
throughout the vesting period. The units will vest in equal quarterly
installments over approximately four years as follows:  6.25% on <<InitialVestDate>>;
6.25% on <<SecondVestDate>>; and an additional 6.25% on the final
day of each 3-month period thereafter, provided that you remain in continuous Service
through such date.


 


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 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.


 


You agree to cover the applicable withholding taxes as
set forth more fully herein.


 


 





















 


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.

  
	
   

  	
   

  	
   

  
	
  Settlement
  of Units

  	
   

  	
  Each of your units will
  be settled when it vests (unless you and the Company have agreed to a later
  settlement date pursuant to procedures that the Company may prescribe at its
  discretion). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  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. It is intended that vesting in the restricted stock units is
  commensurate with a full-time work schedule. For possible adjustments that
  may be made by the Company, see the Section below entitled “Leaves of
  Absence and Part-Time Work.”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and Part-Time
  Work

  	
   

  	
  For
  purposes of this award, your Service does not terminate when you go on a
  military leave, a sick leave or another bona fide
  leave of absence, if the leave was approved by the Company in writing. If
  your leave of absence lasts for more than 6 months, then vesting will be
  suspended on the day that is 6 months and 1 day after the leave of absence
  began. Vesting will resume effective as of the second vesting date after you

  



 





















 


	
   

  	
   

  	
  return
  from leave of absence provided you have worked at least one day during that
  vesting period.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In
  the case of all leaves, your Service terminates when the approved leave ends,
  unless you immediately return to active work.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  you and the Company agree to a reduction in your scheduled work hours, then
  the Company reserves the right to modify the rate at which the restricted
  stock units vest, so that the rate of vesting is commensurate with your
  reduced work schedule. Any such adjustment shall be consistent with the
  Company’s policies for part-time or reduced work schedules or shall be
  pursuant to the terms of an agreement between you and the Company pertaining
  to your reduced work schedule.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Company shall not be required to adjust any vesting schedule pursuant to this
  subsection.

  
	
   

  	
   

  	
   

  
	
  Stock Certificates

  	
   

  	
  No shares of Common Stock
  shall be issued to you prior to the date on which the restricted stock units
  vest. After any restricted stock units vest pursuant to this Agreement, the
  Company shall promptly 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. Prior
  to the relevant taxable event, you shall pay or make adequate arrangements
  satisfactory to the Company to satisfy all withholding obligations for
  applicable taxes. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At your discretion,
  these arrangements may include (a) payment in cash, (b) payment
  from the proceeds of the sale of shares through a Company-approved broker or
  (c) withholding shares of Company stock that otherwise would be issued
  to you when the units are settled, provided

  



 


2





















 


	
   

  	
   

  	
  that the Company,
  acting through the Board of Directors or Compensation Committee, may provide
  prospectively that it no longer authorizes (c) withholding of shares. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  the Company satisfies the obligation for taxes by withholding a number of
  shares of Common Stock as described above, you are deemed to have been issued
  the full number of shares subject to the award of restricted stock units and
  the fair market value of these shares, determined as of the date when
  taxes otherwise would have been withheld in cash, will be applied to the
  withholding taxes. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  acknowledge that the proceeds of a sale pursuant to (b) above or
  withholding pursuant to (c) above may not be sufficient to satisfy your
  withholding obligations. To the extent the proceeds from such sale are
  insufficient to cover the taxes due, the Company may in its discretion
  withhold the balance of all applicable taxes legally payable by you from your
  wages or other cash compensation paid to you by the Company.

  
	
   

  	
   

  	
   

  
	
  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 employed or
  retained by the Company (or a Parent or Subsidiary) in any capacity. The
  Company and its Parent and its Subsidiaries reserve the right to terminate
  your Service at any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  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

  



 


3





















 


	
   

  	
   

  	
  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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