Exhibit 10.1


 


SONUS PHARMACEUTICALS, INC.


RESTRICTED STOCK PURCHASE
AGREEMENT


UNDER THE


2007 PERFORMANCE INCENTIVE PLAN


 


THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”)
is entered into as of                       ,
20     by and between                                             
(hereinafter referred to as “Purchaser”), and SONUS Pharmaceuticals, Inc., a
Delaware corporation (hereinafter referred to as the “Company”), pursuant to
the Company’s 2007 Performance Incentive Plan, as amended (the “Plan”). Any
capitalized term not defined herein shall have the same meaning ascribed to it
in the Plan.


 


R E C I T A L S:


 


A.                                    Purchaser
is an employee, director, consultant or other Service Provider, and in
connection therewith has rendered services for and on behalf of the Company.


 


B.                                    The
Company desires to issue shares of common stock to Purchaser for the
consideration set forth herein to provide an incentive for Purchaser to remain
a Service Provider of the Company and to exert added effort towards its growth
and success.


 


NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the parties agree as follows:


 


1.                                      Issuance
of Shares. The Company hereby offers to issue to Purchaser an aggregate of                           
(          ) shares of Common
Stock of the Company (the “Shares”) on the terms and conditions herein set
forth. Unless this offer is earlier revoked in writing by the Company,
Purchaser shall have ten (10) days from the date of the delivery of this
Agreement to Purchaser to accept the offer of the Company by executing and
delivering to the Company two copies of this Agreement, without condition or
reservation of any kind whatsoever, together with the consideration to be delivered
by Purchaser pursuant to Section 2 below.


 


2.                                      Consideration.
The purchase price for the Shares shall be $          
per share, or $                
in the aggregate. Any purchase price more than zero shall be paid by the
delivery of Purchaser’s check payable to the Company (or payment in such other
form of lawful consideration as the Administrator may approve from time to time
under the provisions of Section 6.3 of the Plan).


 


3.                                      Vesting
of Shares.


 


(a)                                  Subject
to Section 3(b) below, the Shares acquired hereunder shall vest and become “Vested
Shares” as follows: 


 


	
  Upon the date set forth below:

  	
   

  	
  Shares that become Vested Shares:

  
	
   

  	
   

  	
       Shares

  
	
   

  	
   

  	
       Shares

  
	
   

  	
   

  	
       Shares

  



 

















 


Shares which have not yet become vested are herein
called “Unvested Shares.”  No additional
shares shall vest after the date of termination of Purchaser’s Continuous
Service.


 


As used herein, the term “Continuous Service” means
(i) employment by either the Company or any parent or subsidiary corporation of
the Company, or by any successor entity following a Change in Control, which is
uninterrupted except for vacations, illness (except for permanent disability,
as defined in Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or any of such other employer corporations,
if applicable, (ii) service as a member of the Board of Directors of the
Company until Purchaser resigns, is removed from office, or Purchaser’s term of
office expires and he or she is not reelected, or (iii) so long as Purchaser is
engaged as a consultant or Service Provider to the Company or other corporation
referred to in clause (i) above.


 


(b)                                  Notwithstanding
Section 3(a), if Purchaser holds Shares at the time a Change in Control occurs,
all Repurchase Rights shall automatically terminate immediately prior to the
consummation of such Change in Control, and the Shares subject to those
terminated Repurchase Rights shall immediately vest in full. If the Repurchase
Rights automatically terminate in accordance with the provisions of this
subsection (b), then the Administrator shall cause written notice of the Change
in Control transaction to be given to Purchaser not less than fifteen (15) days
prior to the anticipated effective date of the proposed transaction.


 


4.                                      Reconveyance
Upon Termination of Service.


 


(a)                                  Repurchase
Right. The Company shall have the right (but not the obligation) to
repurchase all or any part of the Unvested Shares (the “Repurchase Right”) in
the event that the Purchaser’s Continuous Service terminates for any reason. Upon
exercise of the Repurchase Right, the Purchaser shall be obligated to sell his
or her Unvested Shares to the Company, as provided in this Section 4. If the
Purchase Price is zero, then Purchaser shall be obligated to transfer his or
her Unvested Shares to the Company without consideration.


 


(b)                                  Consideration
for Repurchase Right. The repurchase price of the Unvested Shares (the “Repurchase
Price”) shall be equal to the Purchase Price, if any, of such Unvested Shares.


 


(c)                                  Procedure
for Exercise of Reconveyance Option. For sixty (60) days after the
Termination Date or other event described in this Section 4, the Company
may exercise the Repurchase Right by giving Purchaser and/or any other person
obligated to sell written notice of the number of Unvested Shares which the
Company desires to purchase. The Repurchase Price for the Unvested Shares shall
be payable, at the option of the Company, by check or by cancellation of all or
a portion of any outstanding indebtedness of Purchaser to the Company, or by
any combination thereof.


 


(d)                                  Notification
and Settlement. In the event that the Company has elected to exercise the
Repurchase Right as to part or all of the Unvested Shares within the period
described above, Purchaser or such other person shall deliver to the Company
certificate(s) representing the Unvested Shares to be acquired by the Company
within thirty (30) days following the date of the notice from the Company. The
Company shall deliver to Purchaser against delivery of the Unvested Shares,
checks of the Company payable to Purchaser and/or any other person


 


2

















 


obligated to transfer the Unvested Shares in the
aggregate amount of the Repurchase Price, if any, to be paid as set forth in
paragraph 4(b) above.


 


(e)                                  Deposit
of Unvested Shares. Purchaser shall deposit with the Company certificates
representing the Unvested Shares, together with a duly executed stock
assignment separate from certificate in blank, which shall be held by the Secretary
of the Company. Purchaser shall be entitled to vote and to receive dividends
and distributions on all such deposited Unvested Shares.


 


(f)                                    Termination.
The provisions of this Section 4 shall automatically terminate in
accordance with Section 3(b) above.


 


(g)                                 Assignment.
The Company may assign its Repurchase Right under this Section 4 without
the consent of the Purchaser.


 


5.                                      Restrictions
on Unvested Shares. Unvested Shares may not be sold, transferred, pledged,
or otherwise disposed of, except that such Unvested Shares may be transferred
to a trust established for the sole benefit of the Purchaser and/or his or her
spouse, children or grandchildren. Any Unvested Shares that are transferred as
provided herein remain subject to the terms and conditions of this Agreement.


 


6.                                      Adjustments
Upon Changes in Capital Structure. In the event that the outstanding Shares
of Common Stock of the Company are hereafter 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 a recapitalization, stock split, combination of
shares, reclassification, stock dividend, or other change in the capital
structure of the Company, then Purchaser shall be entitled to new or additional
or different shares of stock or securities, in order to preserve, as nearly as
practical, but not to increase, the benefits of Purchaser under this Agreement,
in accordance with the provisions of Section 4.2 of the Plan. Such new,
additional or different shares shall be deemed “Shares” for purposes of this
Agreement and subject to all of the terms and conditions hereof.


 


7.                                      Shares
Free and Clear. All Shares purchased by the Company pursuant to this
Agreement shall be delivered by Purchaser free and clear of all claims, liens
and encumbrances of every nature (except the provisions of this Agreement and
any conditions concerning the Shares relating to compliance with applicable
federal or state securities laws), and the purchaser thereof shall acquire full
and complete title and right to all of such Shares, free and clear of any
claims, liens and encumbrances of every nature (again, except for the
provisions of this Agreement and such securities laws).


 


3

















 


8.                                      Limitation
of Company’s Liability for Nonissuance; Unpermitted Transfers.


 


(a)                                  The
Company agrees to use its reasonable best efforts to obtain from any applicable
regulatory agency such authority or approval as may be required in order to
issue and sell the Shares to Purchaser pursuant to this Agreement. The
inability of the Company to obtain, from any such regulatory agency, authority
or approval deemed by the Company’s counsel to be necessary for the lawful
issuance and sale of the Shares hereunder and under the Plan shall relieve the
Company of any liability in respect of the nonissuance or sale of such Shares
as to which such requisite authority or approval shall not have been obtained.


 


(b)                                  The
Company shall not be required to:  (i)
transfer on its books any Shares of the Company which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement,
or (ii) treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall have been
so transferred.


 


9.                                      Notices.
Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed given when delivered
personally or three (3) days after being deposited in the United States mail,
as certified or registered mail, with postage prepaid, (or by such other method
as the Administrator may from time to time deem appropriate), and addressed, if
to the Company, at its principal place of business, Attention:  the Chief Financial Officer, and if to the
Purchaser, at his or her most recent address as shown in the employment or
stock records of the Company.


 


10.                               Binding
Obligations. All covenants and agreements herein contained by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the parties
hereto and their permitted successors and assigns.


 


11.                               Captions
and Section Headings. Captions and section headings used herein are for
convenience only, and are not part of this Agreement and shall not be used in
construing it.


 


12.                               Amendment.
This Agreement may not be amended, waived, discharged, or terminated other than
by written agreement of the parties.


 


13.                               Entire
Agreement. This Agreement and the Plan constitute the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior or contemporaneous written or oral agreements and understandings of the
parties, either express or implied.


 


14.                               Assignment.
Purchaser shall have no right, without the prior written consent of the
Company, to (i) sell, assign, mortgage, pledge or otherwise transfer any
interest or right created hereby, or (ii) delegate his or her duties or
obligations under this Agreement. This Agreement is made solely for the benefit
of the parties hereto, and no other person, partnership, association or
corporation shall acquire or have any right under or by virtue of this
Agreement.


 


15.                               Severability.
Should any provision or portion of this Agreement be held to be unenforceable
or invalid for any reason, the remaining provisions and portions of this
Agreement shall be unaffected by such holding.


 


4

















 


16.                               Counterparts.
This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one agreement and any party hereto may execute this
Agreement by signing any such counterpart. This Agreement shall be binding upon
Purchaser and the Company at such time as the Agreement, in counterpart or
otherwise, is executed by Purchaser and the Company.


 


17.                               Applicable
Law. This Agreement shall be construed in accordance with the laws of the
State of Washington without reference to choice of law principles, as to all
matters, including, but not limited to, matters of validity, construction, effect
or performance.


 


18.                               No
Agreement to Employ. Nothing in this Agreement shall affect any right with
respect to continuance of employment by the Company or any of its subsidiaries.
The right of the Company or any of its subsidiaries to terminate at will the
Purchaser’s employment at any time (whether by dismissal, discharge or
otherwise), with or without cause, is specifically reserved, subject to any
other written employment agreement to which the Company and Purchaser may be a
party.


 


19.                               “Market
Stand-Off” Agreement. Purchaser agrees in connection with any registration
of the Company’s securities that, upon the request of the Company or the
underwriters managing any public offering of the Company’s securities,
Purchaser will not sell or otherwise dispose of any Purchased Shares without
the prior written consent of the Company or such underwriters, as the case may
be, for a period of time (not to exceed 180 days) from the effective date of
such registration as the Company or the underwriters may specify.


 


20.                               Tax
Elections. Purchaser understands that Purchaser (and not the Company) shall
be responsible for the Purchaser’s own tax liability that may arise as a result
of the acquisition of the Shares. Purchaser acknowledges that Purchaser has
considered the advisability of all tax elections in connection with the
purchase of the Shares, including the making of an election under Section 83(b)
under the Internal Revenue Code of 1986, as amended (“Code”); Purchaser further
acknowledges that the Company has no responsibility for the making of such
Section 83(b) election. In the event Purchaser determines to make a Section
83(b) election, Purchaser agrees to timely provide a copy of the election to
the Company as required under the Code.


 


21.                               Attorneys’
Fees. If any party shall bring an action in law or equity against another
to enforce or interpret any of the terms, covenants and provisions of this
Agreement, the prevailing party in such action shall be entitled to recover
reasonable attorneys’ fees and costs.


 


5

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	
  THE COMPANY:

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
  SONUS PHARMACEUTICALS,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Print Name)

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


6

















 


CONSENT AND RATIFICATION OF
SPOUSE


 


The undersigned, the spouse of                                           ,
a party to the attached Restricted Stock Purchase Agreement (the “Agreement”),
dated as of                               ,
hereby consents to the execution of said Agreement by such party; and ratifies,
approves, confirms and adopts said Agreement, and agrees to be bound by each
and every term and condition thereof as if the undersigned had been a signatory
to said Agreement, with respect to the Shares (as defined in the Agreement)
made the subject of said Agreement in which the undersigned has an interest,
including any community property interest therein.


 


I also acknowledge that I have been advised to obtain
independent counsel to represent my interests with respect to this Agreement
but that I have declined to do so and I hereby expressly waive my right to such
independent counsel.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)