The Grantee further agrees that simultaneously with the execution of the Agreement, theGrantee shall execute stock powers in favor of the Company, in the form attached hereto asAttachment A, with respect to the Shares and that the Grantee shall promptly deliver suchstock powers to the Company.     The following two paragraphs shall be applicable if, on the Award Date, the Common Stocksubject to such Award has not been registered under the Securities Act and under applicable statesecurities laws, and shall continue to be applicable for so long as such registration has notoccurred:     The Grantee hereby agrees, warrants and represents that Grantee is acquiring the Common Stockto be issued pursuant to this Agreement for Grantee’s own account for investment purposes only, andnot with a view to, or in connection with, any resale or other distribution of any of such shares,except as hereafter permitted. The Grantee further agrees that Grantee will not at any time makeany offer, sale, transfer, pledge or other disposition of such Common Stock to be issued hereunderwithout an effective registration statement under the Securities Act and under any applicable statesecurities laws or an opinion of counsel acceptable to the Company to the effect that the proposedtransaction will be exempt from such registration. The Grantee shall execute such instruments,representations, acknowledgments and agreements as the Company may, in its sole discretion, deemadvisable to avoid any violation of federal, state, local or securities exchange rule, regulationor law.     The certificates for Common Stock to be issued pursuant to this Agreement shall bear thefollowing securities legend (the “Securities Legend”):The shares represented by this certificate have not been registeredunder the Securities Act of 1933, as amended, or under applicablestate securities laws. The shares have been acquired for investmentand may not be offered, sold, transferred, pledged or otherwisedisposed of without an effective registration statement under theSecurities Act of 1933, as amended, and under any applicable statesecurities laws or an opinion of counsel acceptable to the Companythat the proposed transaction will be exempt from such registration.The Securities Legend shall be removed upon registration of the legended shares under theSecurities Act and under any applicable state laws or upon receipt of any opinion of counselacceptable to the Company that said registration is no longer required.     The sole purpose of the agreements, warranties, representations and legend set forth in thetwo immediately preceding paragraphs is to prevent violations of the Securities Act and anyapplicable state securities laws.     5. Grantee’s Rights. Except as otherwise provided herein, the Grantee, as owner of theShares, shall have all rights of a stockholder. During any Restricted Period, the Grantee shall beentitled to vote such Shares as to which the Restricted Period has not yet lapsed or expired (the“Restricted Shares”) in Grantee’s sole discretion upon any matters coming before any annual andspecial meetings of the stockholders of the Company and at any continuations and adjournments ofsuch meetings.
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     6. Cash Dividends. Cash dividends, if any, paid on the Restricted Shares shall be heldby the Company for the account of the Grantee and paid to the Grantee upon the expiration of theRestricted Period or upon the death or disability of the Grantee. All such withheld dividends shallearn interest at an annual rate determined by the Board of Directors of the Company.     7. Expiration of Restricted Period. Upon the lapse or expiration of the RestrictedPeriod with respect to any portion of the Shares, the Company shall deliver to the Grantee (or inthe case of a deceased Grantee, to Grantee’s legal representative) the certificate in respect ofsuch Shares pursuant to Section 4 above. The Shares as to which the Restricted Period shall havelapsed or expired shall be free of the restrictions referred to in Section 2 above. Notwithstandingthe foregoing, the Securities Legend described in Section 4 shall continue to be included on thecertificates as long as registration has not occurred.     8. Adjustments for Changes in Capitalization of the Company. In the event of anychange in the outstanding shares of Common Stock without the receipt of consideration by theCompany (through merger, consolidation, reorganization, recapitalization, reincorporation, stockdividend, dividend in property other than cash, stock split, liquidating dividend, combination ofshares, exchange of shares, change in corporate structure or other transaction not involving thereceipt of consideration by the Company), the number of Restricted Shares shall be appropriatelyadjusted. The Board of Directors, whose determination shall be final, binding and conclusive, shallmake such adjustments. Any shares of Common Stock or other securities received, as a result of theforegoing, by the Grantee with respect to Shares subject to the restrictions contained in Section 2above also shall be subject to such restrictions and the certificate or other instrumentsrepresenting or evidencing such shares or securities shall be legended and deposited with theCompany in the manner provided in Section 4 above.     9. Change in Control. The following shall apply in the event of a change of control.          (a) Dissolution or Liquidation — In the event of a dissolution or liquidation of theCompany, then this Award shall terminate immediately prior to, or simultaneously with, such event.          (b) Asset Sale, Merger, Consolidation or Reverse Merger — In the event of (i) a saleof all or substantially all of the assets of the Company, (ii) a merger in which the Company is notthe surviving corporation or (iii) a reverse merger in which the Company is the survivingcorporation but the shares of Common Stock outstanding immediately preceding the merger areconverted by virtue of the merger into other property, whether in the form of securities, cash orotherwise, then any surviving corporation or acquiring corporation shall assume this Award, ifoutstanding under the Plan or shall substitute similar awards (including an award to acquire thesame consideration paid to the stockholders in the transaction described in this Section 9(b) forthis Award, if outstanding under the Plan). In the event any surviving corporation or acquiringcorporation refuses to assume this Award or to substitute similar awards for this Award, ifoutstanding under the Plan, then the vesting of the Shares shall be accelerated in full, and thisAward shall terminate at or prior to such event.
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          (c) Other Change of Control — In the event of the happening of any of the followingevents: (1) a change within a twelve-month period in the holders of more than 50% of theoutstanding voting stock of the Company (other than by means provided for in this Section 9 and asprovided for in Section 10.3 of the Plan); or (2) any other event deemed to constitute a “Change ofControl” by the Board of Directors (other than by means provided for in Sections 9(a) and 9(b)above and as provided for in Sections 10.2 and 10.3 of the Plan), the vesting of the Shares shallbe accelerated in full.     10. Delivery and Registration of Shares of Common Stock. The Company’s obligation todeliver Shares hereunder shall be conditioned upon the receipt of a representation as to theinvestment intention of the Grantee or any other person to whom such Shares are to be delivered, insuch form as the Board of Directors shall determine to be necessary or advisable to comply with theprovisions of the Securities Act or any other federal, state or local securities legislation orregulation. Any representation regarding investment intent shall become inoperative upon theregistration of such shares or other action eliminating the necessity of such representation undersuch Securities Act or other securities regulation.     The Company shall not be required to deliver any Shares under the Plan prior to (i) theadmission of such Shares to listing on any stock exchange on which the Shares of Common Stock maythen be listed, and (ii) the completion of such registration or other qualification of such Sharesunder any state or federal law, rule or regulation, as the Board of Directors shall determine to benecessary or advisable.     11. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and theterms and conditions herein set forth are subject in all respects to the terms and conditions ofthe Plan, which are controlling. All determinations and interpretations by the Board of Directorsshall be binding and conclusive upon the Grantee or Grantee’s legal representatives with regard toany question arising hereunder or under the Plan.     12. Grantee Service. Nothing in this Agreement shall limit the right of the Company orany of its Affiliates to terminate the Grantee’s service as an officer, employee, director orotherwise impose upon the Company or any of its Affiliates any obligation to employ or accept theservices of the Grantee.     13. Withholding and Social Security Taxes. Upon the termination of any RestrictedPeriod with respect to any Shares (or any such earlier time, if any, that an election is made underSection 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successorprovision thereto, to include the value of such Shares in taxable income), (i) the Company maydeduct or withhold (or cause to be deducted or withheld) from any payment or distribution to theGrantee whether or not pursuant to the Plan or (ii) the Company may require that the Grantee remitcash to the Company (through payroll deduction or otherwise), in each case in an amount sufficientin the opinion of the Company to satisfy such withholding obligation. If the event giving rise tothe withholding obligation involves a transfer of shares of Common Stock, then, at the discretionof the Board of Directors, the Grantee may satisfy the withholding obligation described under thisSection 13 by electing to have the Company withhold shares of Common Stock (which withholding shallbe at a rate not in excess of the statutory minimum rate) or by tendering previously owned sharesof Common Stock, in each case having a Fair Market Value (as defined in the Plan) equal to the amount of tax to be withheld (or by another mechanism asmay be required or appropriate to conform with local tax and other rules). The Company shallwithhold from any cash dividends paid on the Restricted Stock an amount sufficient to cover taxesowed as a result of the dividend payment.
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     14. Tax Consequences. Grantee has reviewed with Grantee’s own tax advisors thefederal, state, local and foreign tax consequences of this investment and the transactionscontemplated by this Agreement. Grantee is relying solely on such advisors and not on anystatements or representations of Company or any of its agents. Grantee understands that Grantee(and not Company) shall be responsible for Grantee’s own tax liability that may arise as a resultof this investment or the transactions contemplated by this Agreement. Grantee understands thatSection 83 of the Code, taxes (as ordinary income) the fair market value of the Shares as of thedate any “restrictions” on the Shares lapse. To the extent that a grant hereunder is not otherwisean exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the“1934 Act”), with respect to officers, directors and 10% shareholders, a “restriction” on theShares includes for these purposes the period after the grant of the Shares during which suchofficers, directors and 10% shareholders could be subject to suit under Section 16(b) of the 1934Act. Alternatively, Grantee understands that Grantee may elect to be taxed at the time the Sharesare granted rather than when the restrictions on the Shares lapse, or the Section 16(b) periodexpires, by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days fromthe date of grant.     GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILETIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(B) OF THE CODE, EVEN IF GRANTEE REQUESTSTHAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON GRANTEE’S BEHALF.     15. Amendment/Choice of Law. This Agreement constitutes the entire understandingbetween the Company and the Grantee with respect to the subject matter hereof and no amendment,supplement or waiver of this Agreement, in whole or in part, shall be binding upon the Companyunless in writing and signed by the Chief Financial Officer of the Company with the approval of theBoard of Directors. This Agreement and the performances of the parties hereunder shall be construedin accordance with and governed by the laws of the State of Delaware.     16. Defined Terms. Unless otherwise defined herein, capitalized terms used hereinshall have the meanings ascribed to them in the Plan.     17. Grantee Acceptance. The Grantee shall signify Grantee’s acceptance of the termsand conditions of this Agreement by signing in the space provided below and returning a signed copyof this Agreement to the Chief Financial Officer of the Company. IF A FULLY EXECUTED COPY HEREOFHAS NOT BEEN RECEIVED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY, THE COMPANY HAS THE RIGHT TOREVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS AGREEMENT.
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     IN WITNESS WHEREOF, the parties hereto have caused this STOCK BONUS AWARD AGREEMENT to beexecuted as of the date first above written.      IMPAX LABORATORIES, INC.