Ex-10.39 Form of Director Restricted Stock Unit Ag



 





Exhibit 10.39




PHARMANET DEVELOPMENT GROUP, INC.

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT




     RECITALS


A. The Board has adopted the Plan for the purpose of attracting and retaining the services of
selected employees who provide services to the Company (or any Related Corporations) and the
non-employee members of the Board.



B. *** (the “Participant”) is a non-employee Board member who is to render valuable services to the
Company in such capacity, and the Committee has approved the award of restricted stock units to the
Participant pursuant to this Agreement.



C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached
Appendix A.




     NOW, THEREFORE, it is hereby agreed as follows:



          1. Grant of Restricted Stock Units. The Company hereby awards to the Participant, as
of the Award Date, an award (the “Award”) of restricted stock units under the Plan. Each
restricted stock unit represents the right to receive one share of Common Stock on the vesting date
of that unit. The number of shares of Common Stock subject to the awarded restricted stock units,
the applicable vesting schedule for the restricted stock units and the underlying shares, the dates
on which those vested shares shall be issued to the Participant and the remaining terms and
conditions governing the Award shall be as set forth in this Agreement.




AWARD SUMMARY




	 	 	 
	Award Date:

	 	***
	 
	 	 
	Number of Shares Subject to
Award:

	 	*** shares of Common Stock (the “Shares”)
	 
	 	 
	Vesting Schedule:

	 	The Participant shall vest with respect to one-sixth of
the Shares on June 30 and December 31 and of each year
commencing December 31, 2006, provided the Participant
remains in continuous employment through each such date.
The Shares may vest on an accelerated basis prior to
these vesting dates in accordance with the provisions of
Paragraph 4 of this Agreement. In no event shall any
Shares vest after the date of the Participant’s
termination of employment.






 









 






	 	 	 
	Issuance Dates

	 	Each Share in which the Participant vests in accordance
with the foregoing Vesting Schedule shall be issued on the
date (the “Issue Date”) on which that Share so vests or as
soon thereafter as administratively practicable, but in
no event later than the close of the calendar year in which
such Issue Date occurs or (if later) the fifteenth (15th)
day of the third calendar month following such Issue Date.
The issuance of the Shares shall be subject to the
Company’s collection of any applicable Withholding Taxes in
accordance the procedures set forth in Paragraph 6 of this
Agreement.






          2. Limited Transferability. Prior to actual receipt of the Shares which vest and
become issuable hereunder, the Participant may not transfer any interest in the Award or the
underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time
of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will
or the laws of inheritance.




          3. Cessation of Service as a Board Member. Should the Participant cease to serve as a
member of the Board for any reason prior to vesting in one or more Shares subject to this Award,
then the Award will be immediately cancelled with respect to those unvested Shares, and the number
of restricted stock units will be reduced accordingly. The Participant shall thereupon cease to
have any right or entitlement to receive any Shares under those cancelled units. The date on which
the Participant shall be deemed to cease service as a member of the Board shall be the date on
which he or she resigns or is removed from the Board, ceases Board service by reason of death or
disability or fails to be elected or re-elected to the Board at any meeting of the Company’s
stockholders at which he is stands for such election or re-election.




          4. Change in Control.




               (a) Any restricted stock units subject to this Award at the time of a Change in Control may be
assumed, or replaced with an economically equivalent award, by the successor corporation or a
parent or subsidiary of the successor corporation. In the event the restricted stock units are not
to be so assumed or replaced, then the Participant shall fully vest in the Award immediately prior
to the effective date of the Change in Control. The Shares subject to those vested units will be
issued on the Issue Date triggered by the Change in Control (or otherwise converted into the right
to receive the same consideration per share of Common Stock payable to the other stockholders of
the Company in consummation of that Change in Control and distributed at the same time as such
stockholder payments), subject to the Company’s collection of any applicable Withholding Taxes
pursuant to the provisions of Paragraph 6.



               (b) For the purposes of this Paragraph 4, the Award shall be considered “assumed” if,
following the Change in Control, the Award confers the right to receive, for each share of Common
Stock subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, securities or other property) received in the Change in Control by holders of Common
Stock for each share of Common Stock held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type



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of consideration chosen by the holders of a majority of the outstanding shares of Common
Stock); provided, however, that if such consideration received in the Change in Control is not
solely common stock of the successor corporation or its parent, the Committee may, with the consent
of the successor corporation, provide that the consideration to be received for each share of
Common Stock which vests and become issuable under this Award shall be comprised solely of common
stock of the successor corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control.




               (c) This Agreement shall not in any way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or assets.



          5. Adjustment in Shares. In the event of any of the following transactions affecting
the outstanding Common Stock as a class without the Company’s receipt of consideration: any stock
split, reverse stock split, stock dividend, combination or exchange of shares, reclassification,
spin-off, extraordinary distribution (whether in cash, securities or other property) or any other
similar transaction affecting the Common Stock without the Company’s receipt of consideration
(other than a conversion of any convertible securities of the Company), equitable adjustments shall
be made to the total number and/or class of securities issuable pursuant to this Award. The
adjustments shall be made by the Committee in such manner as the Committee deems appropriate in
order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.




          6. Issuance of Shares of Common Stock.




               (a) On the Issuance Date or as soon thereafter as practicable, the Company shall issue to or
on behalf of the Participant a certificate (which may be in electronic form) for the number of
shares of Common Stock underlying the restricted stock units which vest under the Award on such
date, subject, however, to the Company’s collection of any applicable Withholding Taxes.



               (b) Until such time as the Company provides the Participant with notice to the contrary, the
Company shall collect any Withholding Taxes required to be withheld with respect to the issuance of
the vested Shares hereunder through an automatic Share withholding procedure pursuant to which the
Company will withhold, at the time of such issuance, a portion of the Shares with a Fair Market
Value (measured as of the issuance date) equal to the amount of those taxes (the “Share
Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed
the amount necessary to satisfy the Company‘s required withholding obligations using the minimum
statutory withholding rates. The Participant shall be notified in writing in the event such Share
Withholding Method is no longer available.



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               (c) Should any Shares be issued at a time when the Share Withholding Method is not available, then
the Participant shall pay any Withholding Taxes required to be withheld with respect to the
issuance of vested Shares hereunder by delivering a check to the Company in the amount of the
Withholding Taxes.



               (d) In no event will any fractional shares be issued.



               (e) The holder of this Award shall not have any stockholder rights, including voting or
dividend rights, with respect to the Shares subject to the Award until the Participant becomes the
record holder of those Shares following their actual issuance after the satisfaction of the
applicable Withholding Taxes.



          7. Compliance with Laws and Regulations.




               (a) The issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Company and the Participant with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the Nasdaq Stock Market, if
applicable) on which the Common Stock may be listed for trading at the time of such issuance.



               (b) The inability of the Company to obtain approval from any regulatory body having authority
deemed by the Company to be necessary to the lawful issuance of any Common Stock hereby shall
relieve the Company of any liability with respect to the non-issuance of the Common Stock as to
which such approval shall not have been obtained. The Company, however, shall use its best efforts
to obtain all such approvals.



          8. Successors and Assigns. Except to the extent otherwise provided in this Agreement,
the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and the Participant, the Participant’s assigns, the legal
representatives, heirs and legatees of the Participant’s estate and any beneficiaries of the Award
designated by the Participant.




          9. Notices. Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Company at its principal corporate
offices. Any notice required to be given or delivered to the Participant shall be in writing and
addressed to the Participant at the address indicated below Participant’s signature line on this
Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.




          10. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Committee with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in the Award.




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          11. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Delaware without resort to that State’s
conflict-of-laws rules.




          12. No Impairment of Rights. This Agreement shall not 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 the Participant from the Board at any time in accordance with the provisions
of applicable law.




          13. Data Privacy.




               (a) The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participant’s personal data as described in this
Agreement by and among, as applicable, his or her employer or the recipient of his or her services,
the Company and its Related Corporations for the exclusive purpose of implementing, administering
and managing Participant’s participation in the Plan.



               (b) The Participant understands that his or her employer or the recipient of his or her
services, the Company and its Related Corporations, as applicable, hold certain personal
information about Participant regarding his or her employment or service, the nature and amount of
the Participant’s compensation and the fact and conditions of the Participant’s participation in
the Plan, including, but not limited to, the Participant’s name, home address and telephone number,
date of birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company and its Related Corporations,
details of all options, awards or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of
implementing, administering and managing the Plan (the “Data”). The Participant understands that
the Data may be transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in the Participant’s country, or
elsewhere, and that the recipient’s country may have different data privacy laws and protections
than the Participant’s country. The Participant understands that the Participant may request a
list with the names and addresses of any potential recipients of the Data by contacting his or her
local human resources representative. The Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party. The
Participant understands that the Data will be held only as long as is necessary to implement,
administer and manage the Participant’s participation in the Plan. The Participant understands
that he or she may, at any time, view the Data, request additional information about the storage
and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing the



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Participant’s local human resources representative. The Participant understands, however,
that refusing or withdrawing his or her consent may affect the Participant’s ability to participate
in the Plan. For more information on the consequences of refusal to consent or withdrawal of
consent, the Participant understands that the Participant may contact his or her local human
resources representative.



IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated
above.




	 	 	 	 	 	 	 
	 	 	PHARMANET DEVELOPMENT GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey P. McMullen	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






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APPENDIX A

DEFINITIONS



The following definitions shall be in effect under the Agreement:




          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.




          B. Award shall mean the award of restricted stock units made to the
Participant pursuant to the terms of the Agreement.




          C. Award Date shall mean the date the restricted stock units are awarded to
the Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of
the Agreement.




          D. Board shall mean the Company’s Board of Directors.




          E. Change in Control shall mean the occurrence of any of the following events:





          (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities;




          (ii) the consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or




          (iii) the consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.



          F. Code shall mean the Internal Revenue Code of 1986, as amended.




          G. Committee shall mean the committee of the Board acting in its capacity as
administrator of the Plan.




          H. Common Stock shall mean shares of the Company’s common stock.




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          I. Company shall mean PharmaNet Development Group, Inc., a Delaware
corporation, and any successor corporation to all or substantially all of the assets or
voting stock of PharmaNet Development Group, Inc. which shall by appropriate action adopt
the Plan.




          J. Exchange Act shall mean the Securities Exchange Act of 1934, as amended.




          K. Fair Market Value per share of Common Stock on any relevant date shall be
determined as of the last trading day prior to the relevant date in accordance with the
following provisions:





          (i) the closing price on the principal market if the Common Stock is at the
time listed on a national securities exchange, the Nasdaq Stock Market (“Nasdaq”) or
the National Association of Securities Dealers, Inc.’s Over the Counter Bulletin
Board Exchange;




          (ii) if the Common Stock is not listed on a national securities exchange,
Nasdaq or the Bulletin Board, then the closing price if reported or the average bid
and asked price for the Company’s shares as listed in the National Quotation
Bureau’s “pink sheets”;




          (iii) if there are no prices available under clause (i) or (ii), then fair
market value shall be based upon the average closing bid and asked price as
determined following a polling of all dealers making a market in the Common Stock;
or




          (iv) if there is no regularly established trading market for the Common Stock,
the fair market value shall be established by the Board or the Committee taking into
consideration all relevant factors including the most recent price at which the
Common Stock was sold.



          L. Plan shall mean the Company’s Amended and Restated 1999 Stock Option Plan.




          M. Participant shall mean the person to whom the Award is made pursuant to the
Agreement.




          N. Stock Exchange shall mean the American Stock Exchange or the New York Stock
Exchange.




          O. Related Corporation shall mean a corporation which is a subsidiary
corporation with respect to the Company within the meaning of Section 425(f) of the Code.




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          P. Withholding Taxes shall mean any income tax, employment tax, social insurance,
payroll tax, contributions, payment on account obligations or other amounts required to be
withheld by the Company in connection with the issuance of the shares of Common Stock under
the Award.





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