Exhibit 10.43


 


THERAVANCE, INC. 2008
NEW EMPLOYEE EQUITY INCENTIVE PLAN


 


NOTICE OF RESTRICTED
STOCK UNIT AWARD


 


You have been granted the number of restricted stock
units indicated below by Theravance, Inc. (the “Company”)
on the following terms:


 


Name:                     «Name»


 


Restricted Stock Unit Award Details:


 


	
  Date of Grant:

  	
  «DateGrant»

  
	
  Restricted Stock Units:

  	
  «TotalShares»

  
	
  Vesting
  Commencement Date:

  	
  «VestComDate»

  



 


Each restricted stock unit (the “Restricted Stock Unit”) represents the right to receive one
share of the Company’s Common Stock subject to the terms and conditions
contained in the Restricted Stock Unit Agreement.


 


Vesting Schedule:


 


Vesting is dependent upon continuous service
as an employee or consultant of the Company, a Parent, a Subsidiary or an Affiliate
(“Service”) throughout the vesting
period.  The units will vest as
follows:  25% on «InitialVestDate»;
6.25% on  «SecondVestDate»;
and an additional 6.25% on the final day of each 3-month period thereafter
until the final vest date, which is three years after «InitialVestDate», provided that you remain in continuous service
through such date.


 


You and the Company agree that your right to receive the units is
granted under and governed by the terms and conditions of the Plan and of the
Restricted Stock Unit Agreement that is attached to and made a part of this
document.  Capitalized terms not defined herein have the
meaning ascribed to such terms in the Plan.


 


You agree that the Company may
deliver by email all documents relating to the Plan or this award (including,
without limitation, prospectuses required by the Securities and Exchange
Commission) and all other documents that the Company is required to deliver to
its security holders (including, without limitation, annual reports and proxy
statements).  You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company.  If the Company posts these documents on a web
site, it will notify you by email.


 


You further agree to cover the applicable withholding taxes as set
forth more fully herein.


 

















 


THERAVANCE, INC. 2008
NEW EMPLOYEE EQUITY INCENTIVE PLAN:


RESTRICTED STOCK UNIT
AGREEMENT


 


	
  Payment for Shares

  	
   

  	
  No payment is required for the restricted
  stock units you are receiving.

  
	
   

  	
   

  	
   

  
	
  Nature
  of Units

  	
   

  	
  Your units are
  bookkeeping entries. They represent only the Company’s unfunded and unsecured
  promise to issue shares of Common Stock on a future date. As a holder of
  units, you have no rights other than the rights of a general creditor of the
  Company.

  
	
   

  	
   

  	
   

  
	
  Settlement
  of Units

  	
   

  	
  Each of your
  units will be settled when it vests (unless you and the Company have agreed
  to a later settlement date pursuant to procedures that the Company may
  prescribe at its discretion).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the time of
  settlement, you will receive one share of the Company’s Common Stock for each
  vested unit.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The restricted stock units that you are
  receiving will vest as shown in the Notice of Restricted Stock Unit Award.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No additional units vest after your Service has terminated for any
  reason, except as set forth on the
  Notice of Restricted Stock Unit Award. It is intended that vesting in the restricted stock units is
  commensurate with a full-time work schedule. For possible adjustments that
  may be made by the Company, see the Section below entitled “Leaves of
  Absence and Part-Time Work.”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The restricted stock units
  will vest in full if not assumed or substituted with a new award as
  set forth in Section 11.3 of the Plan.

  
	
   

  	
   

  	
   

  
	
  Forfeiture

  	
   

  	
  If your Service terminates
  for any reason then your restricted stock units that have not vested before
  the termination date and do not vest as a result of the termination pursuant
  to this Agreement or as set forth on the Notice of Restricted Stock Unit
  Award, will be forfeited immediately. This means that the restricted stock
  units will immediately revert to the Company. You receive no payment for
  restricted stock units that are forfeited. The Company determines when your
  Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and Part-Time Work

  	
   

  	
  For purposes of this
  award, your Service does not terminate when you go on a military leave, a
  sick leave or another bona fide
  leave of absence, if the leave was approved by the Company in writing. If
  your leave of absence lasts for more than 6 months, then vesting will be
  suspended on the day that is 6 months and 1 day after the leave of absence
  began. Vesting will resume effective as of the second vesting date after you

  



 

















 


	
   

  	
   

  	
  return from leave of
  absence provided you have worked at least one day during that vesting period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the case of all leaves,
  your Service terminates when the approved leave ends, unless you immediately
  return to active work.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you and the Company
  agree to a reduction in your scheduled work hours, then the Company reserves
  the right to modify the rate at which the restricted stock units vest, so
  that the rate of vesting is commensurate with your reduced work schedule. Any
  such adjustment shall be consistent with the Company’s policies for part-time
  or reduced work schedules or shall be pursuant to the terms of an agreement
  between you and the Company pertaining to your reduced work schedule.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company shall not be
  required to adjust any vesting schedule pursuant to this subsection.

  
	
   

  	
   

  	
   

  
	
  Stock Certificates

  	
   

  	
  No shares of Common Stock shall be issued
  to you prior to the date on which the restricted stock units vest. After any
  restricted stock units vest pursuant to this Agreement, the Company shall
  promptly cause to be issued in book-entry form, registered in your name or in
  the name of your legal representatives, beneficiaries or heirs, as the case
  may be, the number of shares of Common Stock representing your vested
  restricted stock units. No fractional shares shall be issued.

  
	
   

  	
   

  	
   

  
	
  Stockholder Rights

  	
   

  	
  The restricted stock units
  do not entitle you to any of the rights of a stockholder of Common Stock.
  Upon settlement of the restricted stock units into shares of Common Stock,
  you will obtain full voting and other rights as a stockholder of the Company.

  
	
   

  	
   

  	
   

  
	
  Units
  Restricted

  	
   

  	
  You
  may not sell, transfer, pledge or otherwise dispose of any restricted stock
  units or rights under this Agreement other than by will or by the laws of
  descent and distribution. Notwithstanding the foregoing, you may designate a
  beneficiary or beneficiaries to receive any property distributable with
  respect to the restricted stock units upon your death.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  No shares will be distributed to you unless you have
  made arrangements acceptable to the Company to pay any withholding taxes that
  may be due as a result of the settlement of this award. Prior to the relevant taxable event, you
  shall pay or make adequate arrangements satisfactory to the Company to
  satisfy all withholding obligations for applicable taxes. You authorize the
  Company to instruct the broker whom it has selected for this purpose to sell
  a number of shares of Common Stock to be issued upon the vesting of your
  restricted stock units to meet the withholding obligations. Such sales shall
  be effected at the prevailing market price following the date that the
  restricted stock units vest. 

  



 


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  You acknowledge that the
  proceeds of any such sale may not be sufficient to satisfy your withholding
  obligations. To the extent the proceeds from such sale are insufficient to
  cover the taxes due, the Company may in its discretion (a) withhold the
  balance of all applicable taxes legally payable by you from your wages or other
  cash compensation paid to you by the Company and/or (b) withhold in
  shares of Common Stock, provided that the Company only withholds an amount of
  shares not in excess of the amount necessary to satisfy the minimum
  withholding amount. The fair market value of withheld shares,
  determined as of the date taxes otherwise would have been withheld in cash,
  will be applied against the withholding taxes. If the Company satisfies the obligation for taxes by withholding a
  number of shares of Common Stock as described above, you are deemed to have
  been issued the full number of shares subject to the award of restricted
  stock units.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Issuance

  	
   

  	
  The Company will not issue shares to you if the
  issuance of shares at that time would violate any law or regulation.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You agree not to sell any
  shares of Common Stock you receive under this Agreement at a time when
  applicable laws, regulations, Company trading policies (including the
  Company’s Insider Trading Policy, a copy of which can be found on the
  Company’s intranet) or an agreement between the Company and its underwriters
  prohibit a sale. This restriction will apply as long as your Service
  continues and for such period of time after the termination of your Service
  as the Company may specify.

  
	
   

  	
   

  	
   

  
	
  No Retention Rights

  	
   

  	
  Your award or this
  Agreement does not give you the right to be employed or retained by the
  Company (or a Parent or Subsidiary) in any capacity. The Company and its
  Parent and its Subsidiaries reserve the right to terminate your Service at
  any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  Beneficiary
  Designation

  	
   

  	
  You may dispose
  of your units in a written beneficiary designation. A beneficiary designation
  must be filed with the Company on the proper form. It will be recognized only
  if it has been received at the Company’s headquarters before your death. If
  you file no beneficiary designation or if none of your designated
  beneficiaries survives you, then your estate will receive any vested units
  that you hold at the time of your death.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock
  split, a stock dividend or a similar change in Common Stock, the number of
  restricted stock units that will vest in any future installments will be
  adjusted accordingly.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement will be
  interpreted and enforced with respect to issues of contract law under the
  laws of the State of Delaware.

  



 


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  The Plan and Other Agreements

  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference. A copy of the Plan is available
  on the Company’s intranet or by request to the Finance Department.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement, the Notice
  of Restricted Stock Unit Award, and the Plan constitute the entire
  understanding between you and the Company regarding this award. Any prior
  agreements, commitments or negotiations concerning this award are superseded.
  This Agreement may be amended only by another written agreement between the
  parties.

  



 


BY
ACCEPTING THIS RESTRICTED
STOCK UNIT AWARD, YOU AGREE TO


 


ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


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