Exhibit 10.2

 

Array BioPharma Inc.

 

Notice of Grant of Restricted Stock Units

 

	
Participant Name:
    	
[Name]
    
	
 
    	
 
    
	
Employee Number:
    	
[SW Data]
    
	
 
    	
 
    
	
Grant Name:
    	
[SW Data]
    
	
 
    	
 
    
	
Grant Date:
    	
[Date]
    
	
 
    	
 
    
	
Expiration Date:
    	
[Date]
    
	
 
    	
 
    
	
Number of Stock Units:
    	
[SW Data]
    
	
 
    	
 
    
	
Vesting Start Date:
    	
[Date]
    
	
 
    	
 
    
	
Vesting Schedule:
    	
[Vesting   Schedule or Conditions]
    


 

ATTACHMENT

 

Restricted Stock Unit Agreement

 

This cover sheet and the attached Restricted Stock Unit Agreement are not

a stock certificate or a negotiable instrument.

 











 

ARRAY BIOPHARMA INC.

AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AGREEMENT

 

Array BioPharma Inc., a Delaware corporation (the “Company”), hereby grants to the participant named on the attached cover sheet a number of restricted stock units set forth on such cover sheet (the “Stock Units”). The terms and conditions of the Stock Units are set forth on the attached cover sheet, this Restricted Stock Unit Agreement (the “Agreement”) and in the Amended and Restated Array BioPharma Inc. Stock Option and Incentive Plan (the “Plan”).

 

By clicking “Accept” at the end of this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is available by accessing the link at the end of this Agreement.  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.

 

Array BioPharma Inc.

 

 

	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Ron Squarer, Chief   Executive Officer
    	
 
    


 











 

Capitalized terms used in this Agreement that are not otherwise defined in this Agreement have the meaning given such terms in the Plan.

 

	
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 (“Stock Units”). Your Stock Units may not   be transferred, assigned, pledged or hypothecated, whether by operation of   law or otherwise, nor may the Stock Units be made subject to execution, attachment   or similar process.
    
	
 
    	
 
    	
 
    
	
Vesting Schedule
    	
 
    	
Provided you continue in Service on each vesting date and subject to   the deceleration provisions in the following paragraph and the acceleration   provisions below, your Stock Units shall vest as indicated in the Vesting   Schedule on the attached cover sheet.

 

For Time-Based Stock Units (defined below)   only, notwithstanding the foregoing, if you work less than your scheduled annualized hours   (as determined by the Company on the Grant Date and which equal either 1,664,   1,872 or 2,080 hours per year) (“Annualized Hours”) during the year   ending on the anniversary of the Vesting Start Date (the “Anniversary Date”)   or any subsequent one-year anniversary of the Anniversary Date, then the   number of Stock Units that vest during such year, if any, shall be reduced by   a factor equal to the actual number of hours worked during the year divided   by your Annualized Hours.

 

Any Stock Units that vest solely as a result of your continued   Service to the Company (“Time-Based Stock Units”) and that do not vest   prior to expiration of the Vesting Schedule set forth above because of the   application of the foregoing paragraph shall be eligible for vesting on each   Anniversary Date thereafter at the rate set forth in the Vesting Schedule   above, provided that you remain in Service as of any such date. The maximum   number of Time-Based Stock Units that may vest in any such year shall be 100%   of the Time-Based Stock Units, provided that you work at least your   Annualized Hours during the preceding year, and if you work less than your   Annualized Hours during the preceding year, the number of Time-Based Stock   Units that vest during such year shall be the lesser of (i) 100% of the   Time-Based Stock Units reduced by the formula set forth in the foregoing   paragraph, or (ii) the remaining unvested Stock Units.

 

The resulting aggregate number of vested Stock Units will be rounded   to the nearest whole number. You cannot vest in more than the number of Stock   Units covered by this grant.

 

No additional Stock Units will vest after   your Service has terminated for any reason, except as may be provided in the   section below entitled “Acceleration of Vesting”.
    


 











 

	
Acceleration of Vesting
    	
 
    	
Notwithstanding any other provision of this   Agreement or the Plan, the following acceleration provisions shall apply to   the vesting of the Stock Units:

 

[Insert accelerated   vesting provisions, if any, consistent with the acceleration of vesting   provisions contained in any employment agreement with the recipient.]
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Agreement, your Service   does not terminate when you go on a bona fide   leave of absence (i) that was approved by the Company in writing, if the   terms of the leave provide for continued Service crediting, or (ii) when   continued Service crediting is required by applicable law. However, your   Service will be treated as terminating for purposes of the “Vesting” sections   of this Agreement in accordance with the then effective policies of the   Company relating to leaves of absence, unless your right to return to active   work is guaranteed by law or by a contract. Your Service terminates in any   event when the approved leave ends unless you immediately return to active   employee work.

 

The Company determines, in its sole   discretion, which leaves count for this purpose, and when your Service   terminates for all purposes under the Plan.
    
	
 
    	
 
    	
 
    
	
Delivery of Stock Pursuant to Units
    	
 
    	
A certificate for the shares of Common Stock   represented by your this Agreement shall be delivered to you, or to your   eligible beneficiary or your estate, on the date on which all or the   applicable portion of your Stock Units have vested.

 

Notwithstanding the preceding paragraph:

 

·                  If you are a “key employee” within the meaning of Section 409A   of the Code and shares would otherwise be delivered to you on account of your   separation from Service, then such shares shall not be delivered to you until   six months after your separation from Service; and

·                  If the shares relating to the vested Stock Units would otherwise be   delivered during a period in which you are (i) subject to a lock-up   agreement restricting your ability to sell shares of Common Stock in the open   market or (ii) restricted from selling shares of Common Stock in the   open market because you are not then eligible to sell under the Company’s   insider trading or similar plan as then in effect (whether because a trading   window is not open or you are otherwise restricted from trading), delivery of   the shares related to the vested Stock Units may be delayed until no earlier   than the first date on which you are no longer prohibited from selling shares   of Common Stock due to a lock-up agreement or insider trading plan   restriction, but, in any event, not beyond June 30 of the calendar year   following the year in which you vested in the Stock Units.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
You agree, as a condition of this grant,   that you will make acceptable arrangements to pay any withholding or other   taxes that may be due as a result of vesting in Stock Units or your   acquisition of Common Stock under this grant. In the event that the Company   determines that any federal, state, local or foreign tax or withholding   payment is required relating to this grant, unless you shall have provided   funds to the Company to satisfy any required federal, state, local or foreign   tax or withholding payment, then the 
    


 











 

	
 
    	
 
    	
Company will cause an immediate   forfeiture of shares of Common Stock subject to the Stock Unit granted   pursuant to this Agreement having a Fair Market Value equal to the   withholding or other taxes due.
    
	
 
    	
 
    	
 
    
	
No Employment or Service Contract
    	
 
    	
This Agreement does not give you the right   to be retained or employed by the Company (or any Parent or Subsidiary) in   any capacity or for any period of time. The Company (and any Parent or   Subsidiary) reserves 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 Stock Units unless and until the Common Stock   relating to the Stock Units has been delivered to you.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, a stock   dividend or a similar change in the Common Stock, the number of 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 Colorado, 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.
    
	
 
    	
 
    	
 
    
	
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 and proxy statement 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 Human Resources to request paper copies of these   documents.
    
	
 
    	
 
    	
 
    
	
The Plan and Other Rights
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. This Agreement, the attached cover sheet and the Plan   constitute the entire understanding between you and the Company regarding   this grant of 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 or the attached cover sheet should appear to be   inconsistent with the terms of the Plan.
    


 

By clicking “Accept” below, you agree to all of the terms and conditions described above and in the Plan.

 

[INSERT ‘ACCEPT’ AND ‘DO NOT ACCEPT’ LINKS]

 

[INSERT LINKS TO THE PLAN, PROSPECTUS AND ANNUAL REPORT]