EX-10.1






RESTRICTED STOCK AGREEMENT




THIS AGREEMENT made as of the      day of May, 2006, between Noven Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), and      (“Grantee”).



1. Award.



(a) Shares. Pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan
(the “Plan”),      shares (the “Restricted Shares”) of the Company’s Common Stock, par value
$0.0001 per share (the “Stock”), shall be issued upon acceptance hereof by Grantee in Grantee’s
name subject to the terms, conditions and restrictions set forth in this Agreement and the Plan.



(b) Plan Incorporated. Grantee acknowledges receipt of a copy of the Plan, and agrees
that this award of Restricted Shares shall be subject to all of the terms and conditions set forth
in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan
is incorporated herein by reference as a part of this Agreement.



2. Restricted Shares. Grantee hereby accepts the Restricted Shares when issued and
agrees as follows:



(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent
then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event that Grantee
ceases to serve as a member of the Board of Directors of the Company, Grantee shall, for no
consideration, forfeit to the Company all Restricted Shares then subject to the Forfeiture
Restrictions. The prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of Grantee’s service as a member of the Board of
Directors are herein referred to as “Forfeiture Restrictions.” The Forfeiture Restrictions shall
be binding upon and enforceable against any transferee of the Restricted Shares.



(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to
one-quarter (1/4) of the Restricted Shares on each of June 30, 2006, September 30, 2006, December
31, 2006, and March 31, 2007. Notwithstanding the foregoing, in the event that Grantee ceases to
service as a member of the Board of Directors due to death or disability (as determined in
accordance with the terms of the Plan), the Forfeiture Restrictions shall lapse immediately on the
date of the termination of service as to all of the Restricted Shares.



(c) Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in Grantee’s name, or at the option of the Company, in the name of the administrative
committee under the Plan (the “Committee”). The certificate shall bear a legend evidencing the
nature of the Restricted Shares. Upon request of the Committee, Grantee shall deliver to the
Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the
Forfeiture Restrictions. The Company shall upon the request of the Grantee cause a new certificate
or certificates to be issued without legend in the name of Grantee for the shares upon which
Forfeiture Restrictions have lapsed. Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may
be postponed for such period as may be required to comply with applicable requirements of any
national securities exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any
shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision
of any law or of any regulation of any governmental authority or any national securities exchange.



3. Withholding. To the extent that the receipt of the Restricted Shares or the lapse
of any Forfeiture Restrictions results in income to Grantee for federal or state income tax
purposes, Grantee shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money or shares of unrestricted Stock as the Company may require to meet its
withholding obligation under applicable tax laws or regulations, and, if Grantee fails to do so,
the Company is authorized to withhold from any cash or Stock remuneration then or thereafter
payable to Grantee any tax required to be withheld by reason of such resulting compensation income.



4. Status as a Shareholder. Subject to the restrictions set forth herein, the Grantee
shall have all rights of a shareholder applicable to the Restricted Stock prior to the lapse of the
Forfeiture Restrictions, including the right to vote the shares and receive all dividends and other
distributions paid or made with respect thereto; provided, however, that any shares issued to
Grantee as a dividend or distribution shall likewise be legended and subject to the Forfeiture
Restrictions.



5. Status of Stock. Grantee agrees that the Restricted Shares will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities laws. Grantee also agrees (i) that the certificates representing the Restricted
Shares may bear such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company if such proposed
transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of
any applicable securities law and (iii) that the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of the Restricted Shares.



6. Service as Director. Any question as to whether and when the Grantee’s service as
a director of the Company has ceased, shall be determined by the Committee, or its delegate, as
appropriate, and its determination shall be final.



7. Committee’s Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering
any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its
delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan,
including, without limitation, the right to make certain determinations and elections with respect
to the Restricted Shares.



8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Grantee.



9. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida.



[SIGNATURES ON FOLLOWING PAGE]





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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Grantee has executed this Agreement, all as of the date first above
written.



NOVEN PHARMACEUTICALS, INC.



By:

Name:

Title:




GRANTEE



     



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Please Check Appropriate Item (One of the boxes must be checked)*:




	 	•	 	I do not desire the alternative tax treatment provided for in the Internal
Revenue Code Section 83(b).






	 	•	 	I do desire the alternative tax treatment provided for in Internal Revenue Code
Section 83(b) and desire that forms for such purpose be forwarded to me.






	*	 	I acknowledge that the Company has suggested that before this block is checked that I check
with a tax consultant of my choice.





Please furnish the following information for shareholder records:



	 	 	 
	     

(Given name and initial must be used

for stock registry)
	 	     

Social Security Number

(if applicable)
	     
	 	     

Birth Date

Month/Day/Year
	     
	 	     

Name of Employer
	     

Address (Zip Code)
	 	     

Day phone number






United States Citizen: Yes     No     



PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.





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