exv10w47



 





Exhibit 10.47




MARTEK BIOSCIENCES CORPORATION

AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




     Martek Biosciences Corporation (the “Company”), hereby grants restricted stock units relating
to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject
to the vesting conditions set forth in the attachment. Additional terms and conditions of the
grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and
Restated 2004 Stock Incentive Plan (the “Plan”).



Grant Date: ___________ __, 200_




Name of Grantee: __________________      State of Residence: ____________________________




Grantee’s Social Security Number: ____-___-_____




Number of Restricted Stock Units (RSUs) Covered by Grant:                     




Vesting Schedule:




	 	 	 	 	 
	 	 	Number of RSUs that vest, as	 
	 	 	a percent of the number of	 
	Vesting Date	 	RSUs granted	 
	The earlier of 12 months
or the first annual
meeting
after the Grant Date
	 	 	100	%






     You agree to all of the terms and conditions described in this Agreement and in the Plan (a
copy of which will be provided on request) unless you deliver a notice in writing within 30 days of
receipt of this award agreement to the Vice President of Administration and Human Resources stating
that you do not accept the terms and conditions described in this Agreement and in the Plan. You
acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the
event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.



This is not a stock certificate or a negotiable instrument.




 









 







MARTEK BIOSCIENCES CORPORATION

AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




	 	 	 
	Restricted Stock Unit Transferability

	 	This grant is an award of stock
units in the number of units set
forth on the cover sheet,
subject to the vesting
conditions described below
(“Restricted Stock Units”).
Your Restricted Stock Units may
not be transferred, assigned,
pledged or hypothecated, whether
by operation of law or
otherwise, nor may the
Restricted Stock Units be made
subject to execution, attachment
or similar process.
	 
	 	 
	Definitions

	 	Capitalized terms not defined in
this Agreement are defined in
the Plan, and have the meaning
set forth in the Plan. The
following additional terms have
the meanings provided below:
	 
	 	 
	 

	 	“Service” means service by you
as an employee, officer,
director or consultant to the
Company or an Affiliate. A
change in your position or
duties will not result in
interrupted or terminated
Service so long as you continue
to be an employee, officer,
director of the Company or an
Affiliate. If on termination of
your Service as an employee,
officer or director the Company
retains you as a consultant, the
Company may, in its sole
discretion, provide that your
Service continues for purposes
of vesting in the Restricted
Stock Units.
	 
	 	 
	Vesting

	 	Your Restricted Stock Unit grant
vests as to the number of Stock
Units indicated in the vesting
schedule on the cover sheet, on
the Vesting Dates shown on the
cover sheet, provided you are in
Service on the Vesting Date. No
additional Stock Units will vest
after your Service has
terminated for any reason.
	 
	 	 
	Book Entry of Stock Pursuant to Vested
Units

	 	A book entry for the vested
shares of Stock represented by
the Restricted Stock Units will
be made for you and the shares
will be credited to your account
with the plan administrator by
the Company within three (3)
days of the applicable Vesting
Date; provided that, if such
Vesting Date occurs during a
period in which you are (i)
subject to a lock-up agreement
restricting your ability to sell
Stock in the open market or (ii)
are restricted from selling
Stock in the open market because
a trading window is not
available, transfer of such
vested shares will be delayed
until the date immediately
following the expiration of the
lock-up agreement or the opening
of a trading window but in no
event beyond 21/2 months after the
end of the calendar year in
which the shares would have been
otherwise transferred.






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	Forfeiture of Unvested Units

	 	In the event that your Service
terminates for any reason, other
than death or Disability, then
unless otherwise provided in an
applicable employment agreement
between you and the Company or
an Affiliate or other plan or
agreement, you will forfeit all
of the Restricted Stock Units
that have not yet vested.
	 
	 	 
	Death

	 	If your Service terminates
because of your death, then your
Restricted Stock Units shall
become 100% vested.
	 
	 	 
	Disability

	 	If your Service terminates
because of your Disability, then
your Restricted Stock Units
shall become 100% vested.
	 
	 	 
	Corporate Transaction

	 	Notwithstanding the vesting
schedule set forth above, upon
the consummation of a Corporate
Transaction, the Restricted
Stock Units will become 100%
vested.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained or
employed by the Company (or any
Affiliates) in any capacity.
The Company (and any Affiliate)
reserve the right to terminate
your Service at any time and for
any reason.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the
rights of a shareholder with
respect to the Restricted Stock
Units unless and until the Stock
relating to the Restricted Stock
Units has been transferred to
you. In the event of a cash
dividend on outstanding Stock,
you will not be entitled to
receive a cash payment for each
Restricted Stock Unit.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar
change in the Company stock, the
number of Restricted Stock Units
covered by this grant will be
adjusted (and rounded down to
the nearest whole number) in
accordance with the terms of the
Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Maryland, other than any
conflicts or choice of law rule
or principle that might
otherwise refer construction or
interpretation of this Agreement
to the substantive law of
another jurisdiction.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan,
the Company may process personal
data about you. Such data
includes, but is not limited to
the information provided in this
Agreement and any changes
thereto, other appropriate
personal and financial






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	 	data
about you such as home address
and business addresses and other
contact information, payroll
information and any other
information that might be deemed
appropriate by the Company to
facilitate the administration of
the Plan.
	 
	 	 
	 

	 	By accepting these Restricted
Stock Units, you give explicit
consent to the Company to
process any such personal data.
You also give explicit consent
to the Company to transfer any
such personal data outside the
country in which you reside,
including, with respect to
non-U.S. resident grantees, to
the United States, to
transferees who shall include
the Company and other persons
who are designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to
deliver certain statutory
materials relating to the Plan
in electronic form. By
accepting this grant you agree
that the Company may deliver the
Plan prospectus and the
Company’s annual report to you
in an electronic format. If at
any time you would prefer to
receive paper copies of these
documents, as you are entitled
to receive, the Company would be
pleased to provide copies.
Please contact Investor
Relations, tel. no.
410-740-0081, to request paper
copies of these documents.
	 
	 	 
	The Plan

	 	The text of the Plan is
incorporated in this Agreement
by reference. This Agreement,
the Plan, and an applicable
employment agreement with the
Company, if any, constitute the
entire understanding between you
and the Company regarding this
grant of Restricted Stock Units.
Any prior agreements,
commitments or negotiations
concerning this grant are
superseded. The Plan will
control in the event any
provision of this Agreement
should appear to be inconsistent
with the terms of the Plan.







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