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                                                                    EXHIBIT 10.1

                                 CHRONIMED INC.
                  RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS
                       UNDER THE 2001 STOCK INCENTIVE PLAN

         This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered
into by and between CHRONIMED INC. (the "COMPANY") and _________________ (the
"RECIPIENT"), effective as of ________, 200__ (the "GRANT DATE").

         The Company hereby awards to the Recipient a Restricted Stock Award for
_________________ (________) shares of Common Stock (the "RESTRICTED STOCK")
under the Chronimed Inc. 2001 Stock Incentive Plan (the "PLAN"), under the
following terms and conditions.

1.       GOVERNING PLAN. This Agreement is governed by the Plan which is
         incorporated into this Agreement by reference. Capitalized terms used
         but not otherwise defined in this Agreement have the meanings set forth
         in the Plan. The Recipient agrees to be bound by the terms and
         conditions of the Plan, which control in case of any conflict with this
         Agreement, except as otherwise specifically provided for in the Plan.

2.       PURCHASE PRICE. The Recipient shall not be required to pay any
         consideration for the Restricted Stock.

3.       ISSUANCE OF RESTRICTED STOCK; VESTING; DIVIDEND AND VOTING RIGHTS. The
         shares of Restricted Stock awarded under this Agreement will be issued
         in the form of a Common Stock certificate upon the Grant Date (a
         "Restricted Share Certificate"). Upon vesting of shares represented by
         a Restricted Share Certificate, as described in Section 3.1, Recipient
         will surrender the affected Restricted Share Certificate and receive a
         certificate for the vested shares (a "Vested Share Certificate") and a
         replacement Restricted Share Certificate representing remaining
         unvested shares. A Vested Share Certificate and any Restricted Share
         Certificate shall be delivered to the Recipient as soon as
         administratively feasible, but in no event more than 15 days following
         the vesting date and Recipient's surrender of an affected Restricted
         Share Certificate.

         3.1      VESTING. The Recipient will vest in the right to receive
                  shares of Restricted Stock, free from the restrictions of this
                  Agreement, in accordance with the following vesting schedule,
                  unless vesting is accelerated as provided in Section 3.2:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
        VESTING DATE                    VESTED PORTION OF RESTRICTED STOCK AWARD
--------------------------------------------------------------------------------
<S>                                     <C>
First Anniversary of Grant Date                     _________ shares
--------------------------------------------------------------------------------
Second Anniversary of Grant Date                    _________ shares
--------------------------------------------------------------------------------
Third Anniversary of Grant Date                     _________ shares
--------------------------------------------------------------------------------
Fourth Anniversary of Grant Date                    _________ shares
--------------------------------------------------------------------------------
</TABLE>

         3.2      ACCELERATION. The Fair Market Value of the Common Stock as of
                  the Grant Date was $______ per share. If for a period of five
                  consecutive trading days occurring at any time after the Grant
                  Date, the Fair Market Value of Common Stock has been equal to
                  or greater than $______ (a price which is 60 percent greater
                  than the Fair Market Value of the Common Stock on the Grant
                  Date) then, on the first date that this requirement is
                  satisfied, if the Recipient is then an employee of the
                  Company, this Restricted Stock Award and all portions of the
                  Restricted Stock Award that

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                  remain outstanding will become fully vested (if not already
                  vested) free of the restrictions of this Agreement.
                  Notwithstanding the foregoing, this Restricted Stock Award and
                  all portions of the Restricted Stock Award that remain
                  outstanding will become fully vested (if not already vested)
                  free of the restrictions of this Agreement upon the occurrence
                  of an Event.

         3.3      DIVIDEND RIGHTS. At such time as a Vested Share Certificate is
                  delivered to the Recipient for vested shares of Restricted
                  Stock, the Company shall also deliver to the Recipient an
                  amount equal to the aggregate dividends that have been paid on
                  the shares represented by the Vested Share Certificate, with
                  respect to the record dates occurring on or after the Grant
                  Date, less any required withholding taxes. No interest shall
                  be owed on the dollar amount so paid. In no event will any
                  accumulated dividend amount distributed with respect to
                  forfeited shares of Restricted Stock.

         3.4      VOTING RIGHTS. The Recipient shall be entitled to cast votes
                  with respect to shares of Restricted Stock that have not been
                  forfeited without regard as to whether or not such shares of
                  Restricted Stock have vested.

4.       TRANSFERABILITY; RESTRICTIVE LEGEND. Except as provided in or pursuant
         to Section 8.12 of the Plan, unvested shares of Restricted Stock are
         not transferable except by will or the laws of descent and distribution
         or as otherwise permitted by the Administrator in its sole discretion.
         Vested shares of Restricted Stock are freely transferable.
         Notwithstanding the foregoing, unless otherwise permitted under Section
         8 of this Agreement, vested shares of Restricted Stock issued to a
         person subject to Section 16 of the Securities Exchange Act of 1934
         shall not be sold, assigned or otherwise transferred until at least six
         months and one day have elapsed from the date on which the shares of
         Restricted Stock vested. Restricted Share Certificates shall bear an
         appropriate legend referring to the vesting, forfeiture and
         transferability restrictions imposed on shares of Restricted Stock
         pursuant to this Agreement.

5.       TERMINATION OF EMPLOYMENT. Except as otherwise agreed to by the
         Administrator and the Recipient in writing, in the event that the
         Recipient's employment with the Company is terminated for any reason,
         the Restricted Stock Award will terminate immediately and all portions
         of the Restricted Stock Award then outstanding will terminate
         immediately and be forfeited. For purposes of this Section 5, the
         Recipient's employment does not terminate if the Recipient goes on a
         military leave, a sick leave or another bona fide leave of absence, if
         the leave was approved by the Company in writing. The Recipient's
         employment terminates when the approved leave ends, unless the
         Recipient immediately returns to active work.

6.       NO GUARANTY OF EMPLOYMENT. This Agreement will in no way restrict the
         right of the Company to terminate the Recipient's employment at any
         time.

7.       INVESTMENT REPRESENTATION; REGISTRATION LEGEND. Unless a registration
         statement is in effect with respect to the shares of Restricted Stock
         issued to the Recipient at the time of any vesting of the Restricted
         Stock Award, the Recipient represents and agrees that all shares of
         Restricted stock acquired by the Recipient under this Agreement will be
         purchased for investment purposes only and not with a view to
         distribution or resale. If a registration statement is not in effect
         with respect to the shares of Restricted Stock issued to the Recipient
         at the time of any vesting of the Restricted Stock Award, the Company
         may require that an appropriate legend be inscribed on the face of any
         certificate issued under this Agreement, indicating that transfer of
         the shares is restricted for securities law purposes, and may place an
         appropriate stop transfer order with the Company's transfer agent with
         respect to such shares.

8.       WITHHOLDING; TAXABLE INCOME. In any case where withholding is required
         or advisable under federal, state or local law in connection with any
         vesting of Restricted Stock under this Agreement, the Company is
         authorized to withhold appropriate amounts from amounts otherwise
         payable to the Recipient, or may require the Recipient to remit to the
         Company an amount equal to such appropriate amounts. Notwithstanding
         the foregoing, the Recipient may elect, if permitted by the
         Administrator, to have the

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         Company redeem a number of shares of Restricted Stock issued to the
         Recipient on a vesting date by such number of shares equal to the
         withholding taxes due at standard withholding rates. Where shares of
         Restricted Stock are used to pay all or part of the withholding taxes,
         the shares shall be valued at their Fair Market Value at the time of
         payment.

9.       MERGER; CONSOLIDATION OR OTHER EVENT. The terms of this Agreement are
         subject to modification upon the occurrence of certain events as
         described in Section 8.2 of the Plan.

10.      MARKET STAND-OFF. In connection with any underwritten public offering
         by the Company of its equity securities pursuant to an effective
         registration statement filed by the Securities Act, the Recipient shall
         not directly or indirectly sell, make any short sale of, loan,
         hypothecate, pledge, offer, grant or sell any option or other contract
         for the purchase of, any option or other contract for the sale of, or
         otherwise dispose of or transfer, or agree to engage in any of the
         foregoing transactions with respect to, any Restricted Stock acquired
         under this Agreement without the prior written consent of the Company
         or its underwriters. Such restriction will be in effect for such period
         of time following the date of the final prospectus for the offering as
         may be requested by the Company or such underwriters. In no event,
         however, shall such period exceed 180 days.

                                         CHRONIMED INC.

ACCEPTED:

                                         By ____________________________________

________________________________         Its ___________________________________
Recipient

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