EX-10.03



 





Exhibit 10.03




	 	 	 
	

	 	Regeneron Pharmaceuticals, Inc.
	

	 	ID: [                     ]
	Notice of Grant of Award

	 	777 Old Saw Mill River Road
	and Award Agreement

	 	             Tarrytown, New York 10591







	 	 	 
	[NAME]

	 	Award Number: [                     ]
	[ADDRESS]

	 	Plan:                     04
	

	 	ID                             [                     ]






Effective <date> (the “Grant Date”) you have been granted an award of [          ] shares of Regeneron Pharmaceuticals, Inc. (the Company) common stock.
These shares are restricted until the vest date(s) shown below.




The current total value of the award is [$          ].




The award will vest in increments on the date(s) shown.




	 	 	 
	Shares
	 	Full Vest

	[          ]*

	 	[          ]*
	[          ]*

	 	[          ]*






You and the Company agree that this award is granted under and governed by the
terms and conditions of the Company’s 2000 Long-Term Incentive Plan as amended
and the Award Agreement, both of which are attached and made a part of this
document.




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* Shares vest in two approximately equal 50% installments 9 months and 18
months from the Grant Date




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REGENERON PHARMACEUTICALS, INC.




RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

2000 LONG-TERM INCENTIVE PLAN




          THIS AGREEMENT, made as of the date on the Notice of Grant of Restricted
Stock, by and between Regeneron Pharmaceuticals, Inc., a New York corporation
(the “Company”), and the employee named on the Notice of Grant of Restricted
Stock (the “Recipient”);



          WHEREAS, the Recipient is an employee of the Company and the Company
desires to afford the Recipient the opportunity to acquire or enlarge the
Recipient’s stock ownership in the Company so that the Recipient may have a
direct proprietary interest in the Company’s success; and



          WHEREAS, the Committee administering the 2000 Long-Term Incentive Plan
(the “Plan”) has granted (as of the effective date of grant specified in the
Notice of Grant of Restricted Stock) to the Recipient the shares of Restricted
Stock as set forth in the Notice of Grant of Restricted Stock.


NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties agree as follows:




          1. Grant of Award. Pursuant to Section 8 of the Plan, the Company grants
to the Recipient, subject to the terms and conditions of the Plan and subject
further to the terms and conditions set forth herein, the number of shares of
Restricted Stock as shown on the Notice of Grant of Restricted Stock. The
Participant’s grant and record of Restricted Stock share ownership shall be
kept on the books of the Company until the restrictions on transfer have
lapsed. At the Recipient’s request, vested shares may be evidenced by stock
certificates.



          2. Vesting. (a) The shares of Restricted Stock granted to the Recipient
shall vest in installments as provided in the Notice of Grant of Restricted
Stock. The vesting schedule in the Notice of Grant of Restricted Stock
indicates each date upon which the restrictions on transfer on the specified
number of shares of Restricted Stock shall lapse, entitling the Recipient to
freely transfer such shares, provided that the Recipient has not incurred a
termination of employment or service with the Company and all Subsidiaries
(collectively, the Company and its Subsidiaries shall be referred to herein as
the “Employer”). There shall be no proportionate or partial vesting in the
periods between the Full Vest Dates specified in the Notice of Grant of
Restricted Stock and all vesting shall occur only on the Full Vest Dates.
Except as set forth in the Plan or in any employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Employer and the Recipient on the date specified in the Notice of Grant of
Restricted Stock, no vesting shall occur after the termination of a Recipient’s
employment or service with the Employer for any reason.


(b) Notwithstanding anything herein (except the following sentence) or in the
Notice of Grant of Restricted Stock to the contrary, the Restricted Stock
granted to Recipient shall be fully vested if the Recipient’s employment with
the Employer is terminated on or within two years after the occurrence of a
Change in Control by the Company (other than for Cause) or by the Recipient for
Good Reason. Except as otherwise provided in any employment agreement,
consulting agreement, change in control agreement or similar agreement in
effect between the Employer and the Recipient on the date of grant specified in
the Notice of Grant of Restricted Stock, if the application of the provision in
the foregoing sentence, similar provisions in other stock option or restricted
stock grants, and other payments and benefits payable to the Grantee upon
termination of employment (collectively, the “Company Payments”) would result
in the Recipient being subject to excise tax payable under Internal Revenue
Code Section 4999 (the “Excise Tax”) , the amount of




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any Company Payments shall be automatically reduced to an amount one dollar
less than an amount that would subject the Recipient to the Excise Tax;
provided, however, that the reduction shall occur only if the reduced Company
Payments received by the Recipient (after taking into account further
reductions for applicable federal, state and local income, social security and
other taxes) would be greater than the unreduced Company Payments to be
received by the Recipient minus (i) the Excise Tax payable with respect to such
Company Payments and (ii) all applicable federal, state and local income,
social security and other taxes on such Company Payments. If the Company
Payments are to be reduced in accordance with the foregoing, the Company
Payments shall be reduced as mutually agreed between the Employer and the
Recipient or, in the event the parties cannot agree, in the following order (1)
acceleration of vesting of any option where the exercise price exceeds the fair
market value of the underlying shares at the time the acceleration would
otherwise occur, (2) any lump sum severance based on a multiple of base salary
or bonus, (3) any other cash amounts payable to the Recipient, (4) any benefits
valued as parachute payments, and (5) acceleration of vesting of any equity not
covered by (1) above.



(c) For purposes of this Agreement, “Cause” shall mean (i) in the case where
there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Employer and the Recipient
on the date of grant specified in the Notice of Grant of Restricted Stock (or
where there is such an agreement but it does not define “cause” (or words of
like import)) (A) the willful and continued failure by the Recipient
substantially to perform his or her duties and obligations to the Employer,
including without limitation, repeated refusal to follow the reasonable
directions of the Employer, knowing violation of law in the course of
performance of the duties of the Recipient’s employment with the Employer,
repeated absences from work without a reasonable excuse, and intoxication with
alcohol or illegal drugs while on the Employer’s premises during regular
business hours (other than any such failure resulting from his or her
incapacity due to physical or mental illness); (B) fraud or material dishonesty
against the Employer; or (C) a conviction or plea of guilty or nolo contendere
to a felony or a crime involving material dishonesty or (ii) in the case where
there is an employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Employer and the Recipient
on the date of grant specified on the Notice of Grant of Restricted Stock that
defines “cause” (or words of like import), as defined under such agreement.
For purposes of this Section 3(c), no act, or failure to act, on a Recipient’s
part shall be considered “willful” unless done, or omitted to be done, by the
Recipient in bad faith and without reasonable belief that his or her action or
omission was in the best interest of the Employer. Any determination of Cause
made prior to a Change in Control shall be made by the Committee in its sole
discretion.



(d) For purposes of this Agreement, “Good Reason” shall mean (i) in the case
where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Employer and the Recipient
on the date of grant specified in the Notice of Grant of Restricted Stock (or
where there is such an agreement but it does not define “good reason” (or words
of like import)) a termination of employment by the Recipient within one
hundred twenty (120) days after the occurrence of one of the following events
after the occurrence of a Change in Control unless such events are fully
corrected in all material respects by the Employer within thirty (30) days
following written notification by the Recipient to the Employer that Recipient
intends to terminate his employment hereunder for one of the reasons set forth
below: (A) (1) any material diminution in the Recipient’s duties and
responsibilities from that which exists immediately prior to a Change in
Control (except in each case in connection with the termination of the
Recipient’s employment for Cause or as a result of the Recipient’s death, or
temporarily as a result of the Recipient’s illness or other absence), or (2)
the assignment to the Recipient of duties and responsibilities materially
inconsistent with the position held by the Recipient; (B) any material breach
by the Employer of any material provision of any written agreement with the
Recipient or failure to timely pay any compensation obligation to the
Recipient; (C) a reduction in the Recipient’s annual base salary or target
bonus opportunity (if any) from that which exists immediately prior to a Change
in Control; or (D) if the Recipient is based at the Employer’s principal
executive office, any relocation therefrom or, in any event, a relocation of
the Recipient’s primary office of more than fifty (50) miles from the location
immediately prior to a Change in Control; or (ii) in the case where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Employer and the Recipient on the date
on the Notice of Grant of Restricted Stock that defines “good reason” (or words
of like import), as defined under such agreement.




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          3. Termination of Service. Subject to the terms of the Plan and Section
2(b), if the Recipient’s employment or service with the Company is terminated
for any reason (other than as set forth in Section 2(b)), the Recipient shall
forfeit any or all of the shares of Restricted Stock that have not vested in
accordance with Section 2 hereof (the “Unvested Shares”).



          4. Restrictions on Transfer. Unvested Shares may not be transferred or
otherwise disposed of by the Recipient including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, except as permitted by the
Committee in its sole discretion.



          5. Securities Laws Requirements. The Company shall not be obligated to
transfer any Unvested Shares or other shares of Company Stock to the Recipient,
if such transfer, in the opinion of counsel for the Company, would violate the
Securities Act (or any other federal or state statutes having similar
requirements as may be in effect at that time).



          6. Invalid Transfers. No purported sale, assignment, mortgage,
hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting
or other) or other disposition of, or creation of a security interest in or
lien on, any of the shares of Restricted Stock by any holder thereof in
violation of the provisions of this Restricted Stock Agreement or the
Certificate of Incorporation or the by-laws of the Company, shall be valid, and
the Company will not transfer any of said shares of Restricted Stock on its
books nor will any of said shares of Restricted Stock be entitled to vote, nor
will any dividends be paid thereon, unless and until there has been full
compliance with said provisions to the satisfaction of the Company. The
foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.



          7. Taxes. The Recipient shall pay to the Company promptly upon request,
and in any event at the time the Recipient recognizes taxable income in respect
to the shares of Restricted Stock (or, if the Recipient makes an election under
Section 83(b) of the Code in connection with such grant), an amount equal to
the federal, state and/or local taxes the Company determines it is required to
withhold under applicable tax laws with respect to the shares of Restricted
Stock. The Recipient may satisfy the foregoing requirement by making a payment
to the Company in cash or, with the consent of the Company, by authorizing the
Company to withhold cash otherwise due to the Recipient. The Recipient shall
promptly notify the Company of any election made pursuant to Section 83(b) of
the Code. The Recipient understands that s/he (and not the Company) shall be
responsible for any tax liability that may arise as a result of the
transactions contemplated by this Restricted Stock Agreement.




	 	 	THE RECIPIENT ACKNOWLEDGES THAT IT IS THE RECIPIENT’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF
THE CODE, IN THE EVENT THAT THE RECIPIENT DESIRES TO MAKE THE ELECTION.





          8. Rights as a Stockholder. Pursuant to Section 8(e) of the Plan, the
Company shall hold in escrow all dividends, if any, that are paid with respect
to the Unvested Shares until all restrictions on such shares have lapsed.
Pursuant to Section 8(f) of the Plan, the Recipient agrees (i) that the right
to vote any Unvested Shares will be held by the Company and (ii) to execute an
irrevocable proxy in favor of the Company in such form supplied by the Company.



          9. Compliance with Law and Regulations. The award and any obligation of
the Company hereunder shall be subject to all applicable federal, state and
local laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Company may require, as a condition
of the issuance and delivery of certificates evidencing Restricted Stock
pursuant to the terms hereof, that the certificates bear such legends as set
forth in the Plan, in addition to any other legends required under federal and
state securities laws or as otherwise determined by the Committee. Except to
the extent preempted by any federal law, this Restricted Stock Agreement shall
be construed and administered in accordance with the laws of the State of New
York without reference to its principles of conflicts of law.



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          10. Recipient Bound by Plan. The Recipient acknowledges receipt of a copy
of the Plan and this Restricted Stock Agreement and agrees to be bound by all
the terms and provisions thereof. The Plan is incorporated by reference, and
any capitalized terms used but not defined herein shall have the same meanings
as in the Plan. To the extent that this Restricted Stock Agreement is silent
with respect to, or in any way inconsistent with, the terms of the Plan, the
provisions of the Plan shall govern and this Restricted Stock Agreement shall
be deemed to be modified accordingly.



          11. Notices. Any notice or communication given hereunder shall be in
writing and shall be deemed given when delivered in person, or by United States
mail, at the following addresses: (i) if to the Company, to: Regeneron
Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, NY 10591,
Attention: Secretary, and (ii) if to the Recipient, to: the Recipient at
Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, NY
10591, or, if the Recipient has terminated service with the Company, to the
last address for the Recipient indicated in the records of the Company, or such
other address as the relevant party shall specify at any time hereafter in
accordance with this Section 11.




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