Exhibit 10.46

 

Initial Director Auto Grant

 

THERAVANCE, INC. 2004 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

You have been granted the number of restricted stock units indicated below by Theravance, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
 
    	
«Name»
    


 

Restricted Stock Unit Award Details:

 

	
Date   of Grant:
    	
 
    	
«DateGrant»
    
	
Restricted   Stock Units:
    	
 
    	
6,000
    


 

Each restricted stock unit (the “Restricted Stock Unit”) represents the right to receive one share of the Company’s Common Stock subject to the terms and conditions contained in the Restricted Stock Unit Agreement.

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as a member of the Board (“Service”) throughout the vesting period.  The units will vest in twenty-four (24) equal monthly installments, provided that you remain in continuous Service through each such date. In addition, all of the restricted stock units subject to this award will vest immediately if the Company is subject to a Change in Control (as defined in the Plan) before your continuous Service terminates and upon your death.

 

You and the Company agree that your right to receive the units is granted under and governed by the terms and conditions of the Plan and of the Restricted Stock Unit Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

 

	
RECIPIENT:
    	
 
    	
THERAVANCE, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
Print   Name
    	
 
    	
 
    	
 
    


 











 

THERAVANCE, INC. 2004 EQUITY INCENTIVE PLAN:
 RESTRICTED STOCK UNIT AGREEMENT

 

	
Payment   for Shares
    	
 
    	
No   payment is required for the restricted stock units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature   of Units
    	
 
    	
Your   units are bookkeeping entries. They represent only the Company’s unfunded and   unsecured promise to issue shares of Common Stock on a future date. As a   holder of units, you have no rights other than the rights of a general   creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The   restricted stock units that you are receiving will vest as shown in the   Notice of Restricted Stock Unit Award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No   additional units vest after your Service has terminated for any reason,   except as set forth on the Notice of Restricted Stock Unit Award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   restricted stock units will vest in full if not assumed or substituted with a   new award as set forth in Section 11.3 of the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Regardless   of when the restricted stock units vest, settlement of the units will only   occur at the time specified below under “Time of Settlement”.
    
	
 
    	
 
    	
 
    
	
Time   of Settlement
    	
 
    	
A   vested unit will be settled on the fourth anniversary of the Date of Grant   or, if earlier, 60 days following your “separation from service” (within the   meaning of Section 409A of the Internal Revenue Code of 1986, as amended   (the “Code”)) or your death.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   the event of a Change in Control that also constitutes a “change in control   event” under Treasury Regulation 1.409A-3(a)(5) (a “409A CiC”), all   vested units will be settled immediately prior to the closing of the   transaction that constitutes a Change in Control. In the event of a Change in   Control that is not a 409A CiC, the vested units will be settled as described   in the rest of this section or, if sooner, immediately prior to a 409A CiC   after such Change in Control.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   anything to the contrary in the Plan, the Notice of Restricted Stock Unit   Award or any other section of this Agreement, the Company may accelerate   settlement of these units from the time specified in this section only in   accordance with Treasury Regulation 1.409A-3(j)(4).
    
	
 
    	
 
    	
 
    
	
Form of   Settlement
    	
 
    	
At   the time of settlement, you will receive one share of the Company’s Common   Stock for each vested unit.
    


 











 

	
Forfeiture
    	
 
    	
If   your Service terminates for any reason, then your restricted stock units that   have not vested before the termination date and do not vest as a result of   the termination pursuant to this Agreement or as set forth on the Notice of   Restricted Stock Unit Award, will be forfeited immediately. This means that   the restricted stock units will immediately revert to the Company. You   receive no payment for restricted stock units that are forfeited. The Company   determines when your Service terminates for this purpose.
    
	
 
    	
 
    	
 
    
	
Stock   Certificates
    	
 
    	
No   shares of Common Stock shall be issued to you prior to the date on which the   restricted stock units are settled.  At the time of settlement, a stock   certificate for the shares representing your vested restricted stock units   shall be released to you or the Company shall cause to be issued in   book-entry form, registered in your name or in the name of your legal   representatives, beneficiaries or heirs, as the case may be, the number of   shares of Common Stock representing your vested restricted stock units. No   fractional shares shall be issued.
    
	
 
    	
 
    	
 
    
	
Stockholder   Rights
    	
 
    	
The   restricted stock units do not entitle you to any of the rights of a   stockholder of Common Stock. Upon settlement of the restricted stock units   into shares of Common Stock, you will obtain full voting and other rights as   a stockholder of the Company.
    
	
 
    	
 
    	
 
    
	
Units   Restricted
    	
 
    	
You   may not sell, transfer, pledge or otherwise dispose of any restricted stock   units or rights under this Agreement other than by will or by the laws of   descent and distribution. Notwithstanding the foregoing, you may designate a   beneficiary or beneficiaries to receive any property distributable with   respect to the restricted stock units upon your death.
    
	
 
    	
 
    	
 
    
	
Taxes
    	
 
    	
No   shares will be distributed to you unless you have made arrangements   acceptable to the Company to pay any withholding taxes that may be due as a   result of the settlement of this award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
These   restricted stock units are subject to Code Section 409A. The Company has   attempted in good faith to structure this award in a manner that conforms to   the requirements of Code Sections 409A(a)(2), (3) and (4), and any   ambiguities herein will be interpreted to so comply to the maximum extent   permissible. However, you acknowledge and agree that the Company has made no   representations or warranties to you with respect to whether this award in   fact complies with Code Sections 409A(a)(2), (3) and (4) or the   income tax consequences related to this award
    
	
 
    	
 
    	
 
    
	
Restrictions   on Issuance
    	
 
    	
The   Company will not issue shares to you if the issuance of shares at that time   would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You   agree not to sell any shares of Common Stock you receive under
    


 

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this   Agreement at a time when applicable laws, regulations, Company trading   policies (including the Company’s Insider Trading Policy, a copy of which can   be found on the Company’s intranet) or an agreement between the Company and   its underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No   Retention Rights
    	
 
    	
Your   award or this Agreement does not give you the right to be retained by the   Company or a subsidiary of the Company in any capacity. The Company and its   subsidiaries reserve the right to terminate your Service at any time, with or   without cause. Nor shall this Agreement in any way be construed or   interpreted so as to affect adversely or otherwise impair the right of the   Company or the stockholders to remove you from the Board at any time in   accordance with the provisions of applicable law.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a stock split, a stock dividend or a similar change in Common   Stock, the number of restricted stock units that will vest in any future   installments will be adjusted accordingly.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This   Agreement will be interpreted and enforced with respect to issues of contract   law under the laws of the State of Delaware.
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference. A copy of   the Plan is available on the Company’s intranet or by request to the Finance   Department.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   Agreement, the Notice of Restricted Stock Unit Award, and the Plan constitute   the entire understanding between you and the Company regarding this award.   Any prior agreements, commitments or negotiations concerning this award are   superseded. This Agreement may be amended only by another written agreement   between the parties.
    


 

BY ACCEPTING THIS RESTRICTED STOCK UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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