Exhibit
10.2


 


AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT


 


This Amended and Restated Restricted Stock Agreement
(the “Amended Agreement”) is made
as of the 30th  day of September, 2008,
between Medarex, Inc., a New Jersey corporation (the “Company”), and Howard H. Pien (the “Grantee”). 
In consideration of the agreements set forth below, the Company and the
Grantee agree as follows:


 


1.             Amendment and Restatement.  Effective as of the date hereof, this Amended
Agreement amends and restates in its entirety the Restricted Stock Agreement
(the “Original Agreement”) dated
June 29, 2007 (the “Original Grant Date”)
between the Company and Grantee.


 


2.             Grant.  The
following restricted stock awards (collectively, the “Award”) of shares of the Company’s common
stock, $.01 par value per share (“Common
Stock”), were granted by the Company to the Grantee on the Original
Grant Date subject to (i) the terms and conditions hereof, (ii) the
provisions of the Medarex, Inc. 2005 Equity Incentive Plan, as amended
(the “Plan”), a copy of which is
attached hereto as Exhibit A and the terms of which are
incorporated by reference herein, (iii) the terms and conditions of the
Grantee’s employment agreement with the Company dated May 16, 2007 (the “Employment Agreement”), and (iv) the
receipt by the Company of a stock power endorsed in blank by the Grantee, in
the form attached hereto as Exhibit B:


 


(a)                                  50,000
shares (the “Inducement Shares”);


(b)                                 175,000
shares (the “Initial Award Shares”);
and


(c)                                  25,000
shares (the “Performance Shares”).


 


The Inducement Shares, the Initial Award Shares and
the Performance Shares shall be referred to collectively herein as the “Award Shares.”  The term “Change
in Control” as used herein shall have the meaning set forth in the
Employment Agreement and not in the Plan. 
All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Plan.  In
the event of any conflict between the provisions of this Amended Agreement, the
Original Agreement, the Employment Agreement and those of the Plan, the
provisions of the Plan shall control.


 


3.             Transfer Restrictions.  None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or involuntarily, by
the Grantee, except in accordance with the terms of this Amended Agreement and
the Plan.


 


4.             Release of Restrictions.


 


(a)      The restrictions set forth in
Section 3 above shall lapse as follows, provided that the Grantee remains
employed by the Company from June 14, 2007 (the “Start Date”) through the
applicable date:


 


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(i)                                   With
respect to the Inducement Shares, restrictions on 25,000 Inducement Shares
lapsed on June 14, 2008 (in accordance with the terms and conditions of
the Original Agreement), and with respect to the remaining 25,000 Inducement
Shares, restrictions will lapse on June 14, 2009;


 


(ii)                                With
respect to the Initial Award Shares, on June 14, 2009 with respect to
87,500 Initial Award Shares and on June 14, 2010 with respect to the remaining
87,500 Initial Award Shares; and


 


(iii)                             With
respect to the Performance Shares, on the five-year anniversary of the Start
Date; provided, however, that if
the price of the Common Stock equals or exceeds $26 per share for the 20
consecutive trading days immediately preceding the three-year anniversary of
the Start Date, then the restrictions with respect to  the 25,000 Performance Shares shall lapse on
such three-year anniversary of the Start Date and; provided further, however, that if the price of the Common
Stock equals or exceeds $26 per share for the 20 consecutive trading days
immediately preceding the four-year anniversary of the Start Date, then with
respect to any Performance Shares for which restrictions have not yet lapsed,
the restrictions shall lapse on such four-year anniversary of the Start Date.


 


(b)           In the event the Grantee’s employment
is terminated by the Company “Without Cause”
or by the Grantee for “Good Reason”
(each of such terms as defined in the Employment Agreement), any restrictions
on the Initial Award Shares that would have lapsed during the eighteen (18)
months following the date the Grantee’s employment is terminated shall
immediately lapse.


 


(c)           In the event of a Change in Control,
any restrictions on the Award Shares shall immediately lapse upon the effective
date of the Change in Control.


 


(d)           In the event the Grantee’s employment
with the Company is terminated prior to the date the restrictions lapse, as
provided in Section 4(a), due to the Grantee’s retirement, permanent disability,
or death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the
Company, waive in whole or in part any or all remaining restrictions with
respect to the Grantee’s Award Shares.


 


5.             Forfeiture. 
Except as set forth in Section 4 above, in the event the Grantee’s
employment with the Company is terminated for any reason prior to the date the
restrictions lapse as provided in Section 4 above, the Award Shares for
which restrictions have not lapsed shall be forfeited to the Company.


 


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6.             Tender Offer/Merger; Adjustment of Shares.  Notwithstanding anything contained herein to
the contrary:


 


(a)           Award Shares (i) may be tendered
in response to a tender offer for or a request or invitation to tenders of
greater than 50% of the outstanding Common Stock of the Company or
(ii) may be surrendered in a merger, consolidation or share exchange
involving the Company; provided, however,
that in each case, in the event such tender offer, request for tender, merger,
consolidation or share exchange does not result in a Change in Control, the
securities or other consideration received in exchange therefore shall
thereafter be subject to the restrictions and conditions set forth herein.


 


(b)           In the event of any change in the
outstanding Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share split, reverse
share split, share distribution or combination of shares or the payment of a
share dividend, the Award Shares shall be treated in the same manner in any
such transaction as other Common Stock. 
Any Common Stock or other securities received by the Grantee with respect
to the Award Shares in any such transaction shall be subject to the
restrictions and conditions set forth herein.


 


7.             Rights as Stockholder.  The Grantee shall be entitled to all of the
rights of a stockholder with respect to the Award Shares held in escrow
including the right to vote such shares and to receive dividends and other
distributions payable with respect to such shares since the Original Grant
Date, even if some or all of such Award Shares have not yet vested and been
released from the restrictions set forth in Section 3 above.


 


8.             Escrow of Share Certificates.  Certificates for the Award Shares shall be
issued in the Grantee’s name and shall be held in escrow by the Company until
all restrictions lapse or such shares are forfeited as provided herein;
provided, however, that the terms of such escrow shall make allowance for the
transactions contemplated by Section 6 above.  A certificate or certificates representing
the Award Shares as to which restrictions have lapsed shall be delivered to the
Grantee upon such lapse, provided that any withholding obligations of the
Company are satisfied pursuant to Section 10 below.


 


9.             Government Regulations.  Notwithstanding anything contained herein to
the contrary, the Company’s obligation to issue or deliver certificates
evidencing the Award Shares shall be subject to all applicable laws,
rules and regulations and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


10.           Withholding Taxes.  The Company shall have the right to require
the Grantee to remit to the Company, or to withhold from other amounts payable
to the Grantee, as compensation or otherwise, an amount sufficient to satisfy
all federal, state and local withholding tax requirements which may arise in
connection with this Award.


 


11.           Tax Consequences.   The acquisition and vesting of the Award
Shares may have adverse tax consequences to the Grantee that may be avoided or
mitigated by filing an election under Section 83(b) of the Code.  Such election had to be filed within thirty
(30) days after the Original Grant Date. 
The Grantee hereby acknowledges that it was his responsibility, and not
the 


 


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Company’s, to file a timely election under
Section 83(b) of the Code, even if the Grantee requested the Company
to make such filing on his behalf.


 


12.           Award not a Service Contract.  This Award is not an employment or service
contract, and nothing in this Award shall be deemed to create in any way
whatsoever any obligation on the Grantee’s part to continue in the employ of or
service to the Company, or on the part of the Company to continue the Grantee’s
employment or service.


 


13.           Governing Law.  This Amended Agreement shall be construed
under the laws of the State of New Jersey, without regard to its conflicts of
laws principles.


 


IN WITNESS WHEREOF,
(i) the Company has caused this Award to be granted on the Original Grant
Date, and (ii) the parties have executed this Amended Agreement on the
date first above written.


 


	
   

  	
  Medarex, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christian S. Schade

  
	
   

  	
   

  	
  Christian S. Schade,

  
	
   

  	
   

  	
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



Accepted:


 


	
  /s/ Howard H. Pien

  	
   

  
	
  Howard H. Pien – Grantee

  	
   

  



 


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