September 30, 2008 10-Q EXHIBIT 10.3





Exhibit 10.3 


PHARMACYCLICS, INC.

2004 INCENTIVE AWARD PLAN



RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT

Pharmacyclics, Inc., a Delaware corporation, (the "Company"), pursuant to its 2004
Incentive Award Plan (the "Plan"), hereby grants to the individual listed below
("Participant"), the number of shares of the Company's common stock set forth below (the
"Shares").  This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the
Restricted Stock Award Agreement attached hereto as Exhibit A (the "Restricted Stock Agreement")
(including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are
incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this
Grant Notice and the Restricted Stock Agreement.


	
Participant:
	 
	
Grant Date:
	 
	
Total Number of Shares of
Restricted Stock:
	 
	
Purchase Price:
	 
	
Vesting Schedule:
	 




By his or her signature and the Company's signature below, Participant agrees to be bound by the terms and conditions
of the Plan, the Restricted Stock Agreement and this Grant Notice.  Participant has reviewed the Restricted Stock Agreement, the Plan and this
Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Restricted Stock Agreement and the Plan.  Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board or Committee as administrator of the Plan (the "Administrator") upon
any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement.  If Participant is married, his or her spouse has
signed the Consent of Spouse attached to this Grant Notice as Exhibit B.


	
PHARMACYCLICS, INC.: 
	
PARTICIPANT:

	
By: _____________________
	
By: _____________________

	
Print Name: _____________________
	
Print Name: _____________________

	
Title: _____________________
	
  

	
Address: _____________________

             _____________________

             _____________________
	
Address: _____________________

             _____________________












EXHIBIT A

TO RESTRICTED STOCK AWARD GRANT NOTICE



PHARMACYCLICS, INC. RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the Restricted Stock Award Grant Notice (the "Grant Notice") to which this
Restricted Stock Award Agreement (the "Agreement") is attached, Pharmacyclics, Inc., a Delaware corporation (the
"Company") has granted to Participant the right to receive the number of shares of Restricted Stock under the 2004
Incentive Award Plan, as amended from time to time (the "Plan"), as set forth in the Grant Notice.



ARTICLE I.

  GENERAL



1.1    Definitions.  All capitalized terms used in this Agreement without definition
shall have the meanings ascribed in the Plan and the Grant Notice.


1.2    Incorporation of Terms of Plan.  The Award is subject to the terms and conditions of the Plan which are
incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.


ARTICLE II.

  AWARD OF RESTRICTED STOCK



2.1    Award of Restricted Stock.  


(a)Award.  In consideration of the Participant's agreement to remain in the service or employ of the Company
or one of its Subsidiaries, and for other good and valuable consideration which the Administrator has determined exceeds the aggregate par
value of the Stock subject to the Award (as defined below), as of the Grant Date, the Company issues to the Participant the Award described in
this Agreement (the "Award").  The number of shares of Restricted Stock (the "Shares")
subject to the Award is set forth in the Grant Notice.  The Participant is an Employee, Consultant or member of the Board.


(b)Purchase Price; Book Entry Form.  The purchase price of the Shares is set forth on the Grant Notice.  The
Shares will be issued in uncertificated form.  At the sole discretion of the Administrator, the Shares will be issued in either (i) uncertificated form,
with the Shares recorded in the name of the Participant in the books and records of the Company's transfer agent with appropriate notations
regarding the restrictions on transfer imposed pursuant to this Agreement, and upon vesting and the satisfaction of all conditions set forth in
Section 2.2(c), the Company shall cause certificates representing the Shares to be issued to the Participant; or (ii) certificate form pursuant to
the terms of Sections 2.1(c) and (d). 


(c)Legend.  Certificates representing Shares issued pursuant to this Agreement shall, until all
restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed and new certificates are issued, bear the
following legend (or such other legend as shall be determined by the Administrator):




                                                    A-1






"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD
AGREEMENT, DATED __________, BY AND BETWEEN PHARMACYCLICS, INC. AND THE REGISTERED OWNER OF SUCH SHARES,
AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF
SUCH AGREEMENT."



(d)Escrow.  The Secretary of the Company or such other escrow holder as the Administrator may
appoint may retain physical custody of the certificates representing the Shares until all of the restrictions on transfer imposed pursuant to this
Agreement lapse or shall have been removed; in such event the Participant shall not retain physical custody of any certificates representing
unvested Shares issued to him.




2.2    Restrictions.


(a)Forfeiture.  Any Award which is not vested as of the date the Participant ceases to be an Employee or
Consultant of the Company or one of its Subsidiaries or a member of the Board of the Company shall thereupon be forfeited immediately and
without any further action by the Company.  For purposes of this Agreement, "Restrictions" shall mean the
restrictions on sale or other transfer set forth in Section 3.2 and the exposure to forfeiture set forth in this Section 2.2(a).


(b)Vesting and Lapse of Restrictions.  Subject to Section 2.2(a), the Award shall vest and restrictions shall
lapse in accordance with the vesting schedule set forth on the Grant Notice.  


(c)Tax Withholding; Conditions to Issuance of Certificates.  Notwithstanding any other provision of this
Agreement (including without limitation Section 2.1(b)): 




	No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or
his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the
taxable income of Participant resulting from the grant of Shares or the lapse or removal of the restrictions.   


	The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the
fulfillment of all of the following conditions:  (A) the admission of the Shares to listing on all stock exchanges on which such Stock is then listed,
(B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion,
deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the
Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time
following the date the Restrictions lapse as the Administrator may from time to time establish for reasons of administrative
convenience.




                                                    A-2






ARTICLE III.

  OTHER PROVISIONS




3.1    Section 83(b) Election.  Participant understands that Section 83(a) of
the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Stock and the Fair Market Value of such
shares at the time the Restrictions on such shares lapse.  Participant understands that, notwithstanding the preceding sentence, Participant
may elect to be taxed at the time of the Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b)
of the Code (an "83(b) Election") with the Internal Revenue Service within 30 days of the Grant Date. In the event
Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any,
paid for the shares of Stock and the Fair Market Value of such shares as of the Grant Date.  Participant further understands that an additional
copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this
Agreement falls.  Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with
respect to the award of Restricted Stock hereunder, and does not purport to be complete. Participant further acknowledges that the Company is
not responsible for filing the Participant's 83(b) Election, and the Company has directed Participant to seek independent advice regarding the
applicable provisions of the INTERNAL REVENUE Code, the income tax laws of any municipality, state or foreign country in which Participant
may reside, and the tax consequences of Participant's death.


3.2    Restricted Stock Not Transferable.  No Shares subject to the Restrictions herein or any interest or right
therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject
to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 3.2
notwithstanding, with the consent of the Administrator, the Shares may be transferred to certain persons or entities related to Participant,
including but not limited to certain members of Participant's family, charitable institutions or trusts or other entities whose beneficiaries or
beneficial owners are members of Participant's family or to such other persons or entities as may be expressly approved by the Administrator,
pursuant to any such conditions and procedures the Administrator may require.


3.3    Rights as Stockholder.  Except as otherwise provided herein, upon the Grant Date the Participant shall
have all the rights of a stockholder with respect to the Shares, subject to the Restrictions herein, including the right to vote the Shares and the
right to receive any cash or stock dividends paid to or made with respect to the Shares; provided, however, that at the discretion of the
Company, and prior to the delivery of Shares, the Participant may be required to execute a stockholders agreement in such form as shall be
determined by the Company.

3.4    Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Participant
any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

3.5    Governing Law.   The laws of the State of Delaware shall govern the interpretation, validity, administration,
enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of
laws.


                                                    A-3






3.6    Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are
intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and
all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3 under the
Exchange Act.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a
manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.7    Amendment, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be
wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the
Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Award in any material way without the prior written consent of the Participant.

3.8    Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of the Secretary of the Company at the address given beneath the signature of the Company's authorized officer on the
Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant's signature on
the Grant Notice.  By a notice given pursuant to this Section 3.8, either party may hereafter designate a different address for notices to be given
to that party.  Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail by certified mail, with postage and fees prepaid.

3.9    Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or
multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the Restrictions,
this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.10    Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this
Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan and this Agreement shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)
that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, this Agreement shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.


                                                    A-4








EXHIBIT B

TO RESTRICTED STOCK AWARD GRANT NOTICE



CONSENT OF SPOUSE

I, ____________________, spouse of _______________, have read and approve the foregoing Agreement.
In consideration of issuing to my spouse the shares of the common stock of Pharmacyclics, Inc. set forth in the Agreement, I hereby appoint my
spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of Pharmacyclics, Inc. issued pursuant
thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.


	
Dated: _______________, _____
	 	
________________________________   

Signature of Spouse






   

   

   

   

   

                                                    B-1