exv10w2






Exhibit 10.2




FORM OF RESTRICTED STOCK AGREEMENT FOR DIRECTORS




OPKO HEALTH, INC.




OPKO Health, Inc. 2007 Equity Incentive Plan




     THIS DIRECTOR’S RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”), granted under the OPKO
Health, Inc. 2007 Equity Incentive Plan (the “Plan”) is effective as of • (the “Date of Grant”) and
is made between OPKO Health, Inc., a Delaware corporation (the “Company”) and • (the “Recipient”).



     WHEREAS, the Recipient serves as a director on the Company’s Board of Directors (the “Board”);



     WHEREAS, the Company has determined that it is desirable and in its best interests to grant to
the Recipient shares of the Company’s common stock (the “Stock”) subject to restrictions, in order
to provide the Recipient with a significant equity interest in the Company so that the Recipient
will have a greater incentive to seek to increase the value of the Company’s Stock and so that the
Recipient’s interests will be more closely aligned with those of the shareholders of the Company
(the “Award”); and



     WHEREAS, any capitalized term not herein defined shall have the meaning as set forth in the
Plan.



     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein:



     1. Grant of Restricted Shares. On the terms and conditions of this Agreement and the
Plan, the Company hereby grants to the Recipient • shares of Stock (the “Restricted Shares”). The
extent to which the Restricted Shares become vested and non-forfeitable shall be determined in
accordance with the provisions of Section 2 of this Agreement. The date of grant of the Restricted
Shares is • (the “Grant Date”).



     2. Vesting of the Restricted Shares. The Restricted Shares granted pursuant to this
Agreement shall vest and all restrictions shall lapse thereon as follows:



          (a) General Vesting Conditions of the Restricted Shares. The Restricted Shares shall become
vested and all restrictions thereon shall lapse on the date which is • years from the Grant Date
(the “Vesting Date”). There shall be no proportional vesting prior to a Vesting Date.




          (b) Acceleration of Vesting of the Restricted Shares. The Restricted Shares shall become
fully vested and any restrictions thereon shall automatically lapse as described herein:




               (i) on the date of the termination of the Recipient’s service with the Company by reason of
the Recipient’s retirement, death or disability (within the meaning of Section 22(e)(3) of the
Code); or



 









 





               (ii) on the closing of a transaction that constitutes a Change in Control.



     Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may
accelerate the vesting of and cause all restrictions to lapse on the Restricted Shares at any time.



          (c) Forfeiture of the Restricted Shares. The unvested Restricted Shares shall automatically
be forfeited on the date that the Recipient ceases to perform services for the Company as a result
of a termination by the Company for Cause.




          (d) Definition of Cause. For purposes hereunder, Cause means:




               (i) the continued failure by the Recipient to substantially perform the services expected of a
director (other than any such failure resulting from the Recipient’s incapacity due to physical or
mental illness or injury) over a period of not less than thirty (30) days after a demand for
substantial performance is delivered to the Recipient by the Chairman of the Board, which demand
identifies the manner in which it is believed that the Recipient has not substantially performed
the services expected of the Recipient;



               (ii) the willful misconduct of the Recipient that is materially and demonstrably injurious to
the Company; provided that no act or failure to act on the Recipient’s part will be considered
willful if done, or omitted to be done, by the Recipient in good faith and with reasonable belief
that the action or omission was in the best interest of the Company;



               (iii) the commission by or indictment of the Recipient for a misdemeanor, which constitutes a
crime of moral turpitude and gives rise to material harm to the Company; or



               (iv) the commission by or indictment of the Recipient for a felony (including, without
limitation, any felony constituting a crime of moral turpitude).



     3. Dividends. The Recipient shall have a right to receive cash dividends, to the
extent declared by the Board of Directors, which are paid with respect to the Recipient’s
Restricted Shares after the Grant Date until the date on which the Recipient’s interest in such
Restricted Shares has been forfeited.



     4. Voting Rights. The Recipient shall have a right to vote the Restricted Stock
related to his Award after the Grant Date until the date on which the Recipient’s interest in such
Restricted Stock has been forfeited.



     5. 83(b) Election. The Recipient, having been granted Restricted Stock subject to a
“substantial risk of forfeiture,” may elect under Section 83(b) of the Internal Revenue Code of
1986, as amended, to include in his gross income the fair market value (determined without regard
to the restrictions) of such Restricted Stock as of the Grant Date. If the Recipient makes the
Section 83(b) election, the Recipient shall (i) make such election in a manner that is
satisfactory to the Company, (ii) provide the Company with a copy of such election, (iii)
agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit
or otherwise, questions the validity or correctness of such election or of the amount of income



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reportable on account of such election, and (iv) agree to such federal and state income tax
withholding as the Company may reasonably require in its sole and absolute discretion.




     6. Taxes. The Company shall not withhold or in any way be responsible for the payment
of any federal, state, or local income or occupational taxes. All such payments are the sole
responsibility of the Recipient and the Recipient shall indemnify and hold the Company harmless
from any and all loss, damage, or liability arising with respect to such amounts.



     7. Effect of Changes in Capitalization or Change in Control.



          (a) Changes in Stock. If the outstanding shares of Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or other securities of the
Company by reason of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by
the Company occurring after the date the Award is granted, then, in the Board’s discretion, a
proportionate and appropriate adjustment may be made by the Board in the number and kind of shares
subject to the Award, so that the proportionate interest of the Recipient immediately following
such event shall, to the extent practicable, be the same as immediately prior to such event. In
the event of any distribution to the Company’s stockholders of securities of any other entity or
other assets (other than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Board shall, in such manner as it deems appropriate, adjust the
number and kind of shares subject to the Award to reflect such distribution.




          (b) Reorganization in Which the Company Is the Surviving Company. Subject to 7(c) below, if
the Company shall be the surviving Company in any reorganization, merger, or consolidation of the
Company with one or more other companies or other entities, the Award shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to the Award would have
been entitled immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Award, as may be applicable so that the aggregate
value of the Award thereafter shall be the same as the aggregate value of the Award immediately
before such reorganization, merger, or consolidation.




     8. General Restrictions. The Company shall not be required to sell or issue any
shares of Stock under the Award if the sale or issuance of such shares would constitute a violation
by the Recipient or by the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. If at
any time the Company shall determine, in its discretion, that the listing, registration, or
qualification of any shares subject to the Award upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the issuance or purchase of shares, the Award
may not be exercised in whole or in part unless such listing, registration, qualification, consent,
or approval shall have been effected or obtained free of any conditions not
acceptable to the Company, and any delay caused thereby shall in no way affect the date of
termination of the Award. Specifically in connection with the Securities Act of 1933 (as now in
effect or as hereafter amended), unless a registration statement under such Act is in effect with



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respect to the shares of Stock covered by the Award, the Company shall not be required to sell or
issue such shares unless the Company has received evidence satisfactory to it that the holder of
the Award may acquire such shares pursuant to an exemption from registration under such Act. Any
determination in this connection by the Company shall be final, binding, and conclusive. The
Company may, but shall in no event be obligated to, register any securities covered hereby pursuant
to the Securities Act of 1933 (as now in effect or as hereafter amended). The Company shall not be
obligated to take any affirmative action in order to cause the issuance of shares pursuant to the
Award to comply with any law or regulation of any governmental authority. As to any jurisdiction
that expressly imposes the requirement that the Award shall not be exercisable unless and until the
shares of Stock covered by the Award are registered or are subject to an available exemption from
registration, the exercise of the Award (under circumstances in which the laws of such jurisdiction
apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption.




     9. Restrictions On Transfer. Other than by will or under the laws of descent and
distribution, the Recipient shall not have the right to make or permit to occur any transfer,
pledge or hypothecation of all or any portion of any unvested portion of the Award, whether
outright or as security, with or without consideration, voluntary or involuntary. Any such
transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null
and void.



     10. Interpretation of this Agreement. All decisions and interpretations made by the
the Board with regard to any question arising under this Agreement shall be final, binding and
conclusive on the Company and the Recipient and any other person entitled to receive the benefits
of the Award as provided for herein.



     11. Governing Law. The validity, interpretation and enforcement of this Agreement are
governed in all respects by the laws of the State of Florida, without giving effect to its conflict
of laws principles, and by the laws of the United States of America.



     12. Binding Effect. Subject to all restrictions provided for in this Agreement and by
applicable law relating to assignment and transfer of this Agreement and the Award provided for
herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors, and assigns.



     13. Notice. Any notice hereunder by the Recipient to the Company shall be in writing
and shall be deemed duly given if mailed or delivered to the Company at its principal office,
addressed to the attention of the Board, or if so mailed or delivered to such other address as the
Company may hereafter designate by notice to the Recipient. Any notice hereunder by the Company to
the Recipient shall be in writing and shall be deemed duly given if mailed or delivered to the
Recipient at the address specified below by the Recipient for such purpose, or if so mailed or
delivered to such other address as the Recipient may hereafter designate by written notice given to
the Company.



     14. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other



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provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.




     15. Entire Agreement. This Agreement constitutes the entire agreement and supersedes
all prior understandings and agreements written or oral, of the parties hereto with respect to the
subject matter hereof. There is no representation or statement made by any party on which another
party has relied which is not included in this Agreement. Neither this Agreement nor any term
hereof may be amended, waived, discharged, or terminated except by a written instrument signed by
the Company and the Recipient; provided, however, that the Company unilaterally may waive any
provision hereof in writing to the extent that such waiver does not adversely affect the interests
of the Recipient hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.



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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, or
caused this Agreement to be duly executed and delivered on his or its behalf, as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	OPKO Health, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	  	 	 
	 

	 	
DATE:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	
RECIPIENT


	 	 
	 

	 	
DATE:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RECIPIENT’S ADDRESS: