Unassociated Document


     

    Exhibit
      10.62

     

    AWARD
      AGREEMENT

     

    COLUMBIA
      LABORATORIES, INC.

     

    1996
      LONG-TERM
      PERFORMANCE
      PLAN

     

     

    This
      Award Agreement sets forth the terms and conditions of shares of Stock granted
      pursuant to the provisions of the 1996 Long-term Performance Plan (the
“Plan”)
      of
      Columbia Laboratories, Inc. (the “Company”)
      to the
      Participant whose name appears below, for the number of Shares of Stock of
      the
      Company set forth below, pursuant to the provisions of the Plan and on the
      following express terms and conditions.  Capitalized terms not otherwise
      defined herein shall have the same meanings as set forth in the
      Plan.

     

    1.
       Name
      and address of Participant to whom the Shares are granted:

     

    2.
       Number
      of Shares of Common Stock (“Shares”):

     

    3.
       Purchase
      price of Shares:

     

    $0.01
      per
      Share, the receipt of which is hereby acknowledged

     

    4.
       Date
      of grant of the Shares:

     

    5.
       Vesting.

     

    5.1 Vesting
      Schedule.
      Except
      as otherwise provided in Section 5.2, the Shares shall vest pursuant to Schedule
      1, attached hereto.  Upon any termination of service of the Participant to
      the Company, vesting of the Shares shall immediately cease and any unvested
      Shares will automatically be canceled.

     

    5.2
       Death
      of the Participant.  
      If, at any time before the Shares granted hereunder shall have vested as
      provided in Section 5.1, the Participant shall die while an employee or
      director of the Company or an
      Affiliate, the Shares immediately shall vest.

     

    5.3
       Agreement
      with respect to Tax Payments and Withholding.
      The
      Participant acknowledges and agrees that any income or other taxes due from
      the
      Participant with respect to the Shares issued pursuant to this Restricted Stock
      Award, including on account of the vesting of the Shares, shall be the
      Participant’s responsibility.  By accepting this Restricted Stock Award,
      the Participant agrees and acknowledges that (i) the Company promptly will
      withhold from the Participant’s pay the amount of taxes the Company is required
      to withhold upon any vesting of Shares pursuant to this Restricted Stock Award,
      and (ii) the Participant shall make immediate payment to the Company in the
      amount of any tax required to be withheld by the Company in excess of the
      Participant’s pay available for such withholding. The Participant may elect to
      have such withholding satisfied by a reduction of the number of shares otherwise
      so deliverable (a “Stock Withholding Election”), or by delivery of shares of
      Stock already owned by the Participant, with the amount of shares subject to
      such reduction or delivery to be calculated based on the Fair Market Value
      on
      the date of such taxable event.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.
       Restrictions
      on Transfer. 
      The Shares may not be sold, transferred, assigned, hypothecated, pledged,
      encumbered or otherwise disposed of, whether voluntarily or by operation of
      law,
      at any time before they become vested Shares pursuant to Section 5. 
Any such purported transfer shall be null and void, and shall not be recognized
      by the Company or recorded on its books.

     

    7.
       Escrow. 
      Any Shares that have not vested pursuant to Section 5, together with any
      securities distributed in respect thereof, such as through a stock split or
      other recapitalization, shall be held by the Company in escrow until such Share
      shall have vested.  The Company promptly shall release vested Shares from
      escrow.

     

    8.
       Plan. 
      The Participant hereby acknowledges receipt of a copy of the Plan as presently
      in effect and the Prospectus with respect thereto.  All of the terms and
      provisions of the Plan are incorporated herein by reference, and this Restricted
      Stock Award is subject to those terms and provisions in all
      respects.

     

     

    


    
      	
              Participant

            	
              Columbia
                Laboratories, Inc.

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              By:

            	
              By:

            	
               

            	
               

            	
               

            	
               

            
	
              Date:

            	
              Date: