exv10w1



 





EXHIBIT 10.1




EQUITY INCENTIVE PLAN

TERMS & CONDITIONS





	 	1.	 	Representations. This Option may not be exercised if the issuance of shares of
common stock of United Therapeutics Corporation (the “Company”) upon such exercise would
constitute a violation of any applicable Federal or State securities or other law or
regulation.
	 
	 	2.	 	Non-Transferability. This Option may not be transferred in any manner other
than by will or the laws of descent and distribution, and may be exercised during the
lifetime of the Awardee only by the Awardee, other than in the case of an Incentive Stock
Option pursuant to Section 11.5 of the Plan. If the Awardee dies prior to exercising a
vested Option, the Option may be exercised by the person or persons entitled to do so under
Section 7.2(c) of the Plan. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors, and assigns of the Awardee.
	 
	 	3.	 	Vesting. For employees, this Option shall vest in accordance with the vesting
schedule so long as Awardee remains fully employed with the Company or its subsidiaries.
For members of the Board of Directors of United Therapeutics, this Option shall vest in
accordance with the vesting schedule so long as the Awardee serves as a member of the Board
of Directors of the Company for the period specified.
	 
	 	4.	 	Form of Payment. The exercise price shall be paid at exercise by payment in
lawful money of the United States of America in cash or by official bank or certified check
made payable to the Company or by such methods authorized by the Plan.
	 
	 	5.	 	Withholding. Pursuant to Section 14.3 of the Plan, the Company shall have the
authority to deduct, withhold or require the Awardee to remit such amounts necessary to
satisfy any governmental tax withholding requirements as a result of Awardee’s exercise of
this Option..
	 
	 	6.	 	Special Exercise Rights. Notwithstanding any other provision in the Plan or
this Agreement to the contrary, upon the Awardee’s death or Disability (as defined in the
Plan), this Option shall become fully exercisable. To the extent that this provision causes
this Option to exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Non-Qualified Stock Options.
	 
	 	7.	 	Method of Exercise; Rights of Awardee in Stock.





	 	a.	 	Once vested, this Option may only be exercisable by an Awardee who is an
employee of the Company or its subsidiaries either (i) at any time that Awardee
remains fully employed with United Therapeutics or its subsidiaries, or (ii) for a
period of ninety (90) days following the date of termination of Awardee’s employment
with the Company or its subsidiaries. For members of the Board of Directors of
United Therapeutics, this Option shall be exercisable at any time prior to its
expiration.
	 
	 	b.	 	This Option shall be exercisable upon delivery to the Company of an
executed Option Exercise Form (a copy of which is attached hereto), accompanied by
payment in lawful money of the United States of America in cash or by official bank
or certified check made payable to the Company of the option exercise price as to
the shares being purchased or otherwise in accordance with the Plan. Neither the
Awardee nor his/her personal representatives, heirs, or legatees shall have any
rights or privileges of a shareholder of the Company with respect to the shares
issuable upon the exercise of this Option, unless and until certificate(s)
representing such shares shall have been issued and delivered in accordance with the
terms hereof. This Option shall lapse and without further force and effect if it
remains unexercised by the Awardee who is an employee of
the Company or its subsidiaries ninety (90) days following the date of termination of
Awardee’s employment with the Company or its subsidiaries.



The Awardee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and
represents that he/she is familiar with the terms and provisions thereof. The Awardee hereby
accepts this Option subject to all the terms and provisions of the Plan. The Awardee hereby agrees
to accept as binding, conclusive, and final all decisions and interpretations of the Board of
Directors and, where applicable, the Compensation Committee of the Board of Directors, upon any
questions arising under the Plan.