ex10_6.htm


  


    EXHIBIT
10.6

    


    EMERGENT
BIOSOLUTIONS INC.

    


    Restricted Stock Unit
Agreement

    


     

    Amended
and Restated 2006 Stock Incentive Plan

    


    This
Restricted Stock Unit Agreement is made as of the Agreement Date between
Emergent BioSolutions Inc. (the “Company”), a Delaware
corporation, and the Participant.

    


    I.           Agreement
Date

    
      	
              Date:

            	 
      


    

    


    II.           Participant
Information

    
      	
              Participant:

            	 
      
	
              Participant
      Address:

            	 
      


    

    


    III.           Grant
Information

    
      	
              Grant
      Date:

            	 
      
	
              Number:

            	
              _____
      restricted stock units

            


    

    


    IV.           Vesting
Table

    
      	
              Vesting Date

            	
              Percentage of RSUs that
  Vest

            
	
              ______
      anniversary of Grant Date

            	 
      
	
              ______
      anniversary of Grant Date

            	 
      
	
              ______
      anniversary of Grant Date

            	 
      
	
              ______
      anniversary of Grant Date

            	 
      


    

    


    This
Agreement includes this cover page and the following Exhibit, which is expressly
incorporated by reference in its entirety herein:

    


    Exhibit A
– General Terms and Conditions

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Agreement Date.

    


    
      	
              EMERGENT
      BIOSOLUTIONS INC.

               

              __________________________

              Name:

              Title:

            	
              PARTICIPANT

               

              __________________________

              Name:

            


    


    
      
         


      

      
         


         


      

      
         


      

    


    EMERGENT
BIOSOLUTIONS INC.

     

    Restricted Stock Unit
Agreement

     

    Exhibit
A – General Terms and Conditions

     

    For
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:

     

    1. Grant of
RSUs.  In consideration of services rendered to the Company by
the Participant, the Company has granted to the Participant, subject to the
terms and conditions set forth in this Agreement and in the Company’s Amended
and Restated 2006 Stock Incentive Plan (the “Plan”), an award of
Restricted Stock Units (the “RSUs”), representing
the number of RSUs set forth on the cover page of this Agreement.  The
RSUs entitle the Participant to receive, upon and subject to the vesting of the
RSUs (as described in Section 2 below), one share of common stock, $0.001 par
value per share, of the Company (the “Common Stock”) for
each RSU that vests.  The shares of Common Stock that are issuable
upon vesting of the RSUs are referred to in this Agreement as the “Shares”.

     

    2. Vesting of RSUs and Issuance
of Shares.

     

    (a) General.  Subject
to the other provisions of this Section 2, the RSUs shall vest in accordance
with the vesting table set forth on the cover page of this Agreement (the “Vesting
Table”).  Any fractional RSU resulting from the application of
the percentages in the Vesting Table shall be rounded to the nearest whole
number of RSUs.  Subject to Section 4, as soon as administratively
practicable after each vesting date shown in the Vesting Table (the “Vesting Dates”), the
Company will issue to the Participant, in certificated or uncertificated form,
such number of Shares as is equal to the number of RSUs that vested on such
Vesting Date.  In no event shall the Shares be issued to the
Participant later than 90 days after the Vesting Date.

     

    (b) Employment
Termination.  Except as set forth in Section 2(c) below, upon
the termination of the Participant’s employment with the Company for any reason,
all unvested RSUs shall be automatically forfeited as of such employment
termination.  For purposes of this Agreement, employment with the
Company shall include employment with a parent or subsidiary of the Company, or
any successor to the Company.

     

    (c) Change in Control
Event.  Upon a Change in Control Event (as defined in the
Plan), the RSUs shall be treated in the manner provided in Section 10(b)(iii)(B)
of the Plan.

     

    3. Dividends.  At
the time of the issuance of Shares to the Participant pursuant to Section 2, the
Company shall also pay to the Participant an amount of cash equal to the
aggregate amount of all dividends paid by the Company, between the Grant Date
and the issuance of such Shares, with respect to the number of Shares so issued
to the Participant.

     

    4. Withholding
Taxes.   The Participant must satisfy all applicable
federal, state, and local and other income and employment tax withholding
obligations associated with the grant, vesting and settlement of the RSUs before
the Company will issue any Shares hereunder following a Vesting
Date.  The withholding obligation may be satisfied by any method
permitted under the Plan.

     

    5. Restrictions on
Transfer.  Neither the RSUs, nor any interest therein
(including the right to receive dividend payments in accordance with Section 3),
may be transferred by the Participant except to the extent specifically
permitted in Section 11(a) of the Plan.

     

    6. Provisions of the
Plan.  This Agreement is subject to the provisions of the Plan.
The Participant acknowledges receipt of the Plan, along with the Prospectus
relating to the Plan.

     

    7. Section
409A.  This Agreement is intended to comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the guidance issued
thereunder (“Section 409A”) and shall be interpreted and construed consistently
therewith.  In no event shall either the Participant or the Company
have the right to accelerate or defer delivery of the Shares to a date or event
other than as set forth in this Agreement except to the extent specifically
permitted or required by Section 409A.  In the event that the
Participant is a “specified employee” within the meaning of Section 409A and the
Shares are to be delivered pursuant to this Agreement in connection with the
termination of the Participant’s employment, the delivery of the Shares and any
dividends payable under Section 3 in connection with such delivery shall be
delayed until the date that is six months and one day following the date of the
Participant’s termination of employment.  Solely for purposes of
determining when the Shares (and any dividends payable under Section 3) may be
delivered in connection with the Participant’s termination of employment, such
termination of employment must constitute a “separation from service” within the
meaning of Section 409A.

     

    8. Miscellaneous.

     

    (a) No Rights to
Employment.  The Participant acknowledges and agrees that the
grant of the RSUs and their vesting pursuant to Section 2 do not constitute an
express or implied promise of continued employment for the vesting period, or
for any period.

     

    (b) Entire
Agreement.  This Agreement and the Plan constitute the entire
agreement between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this Agreement; provided that
any separate employment or severance plan or agreement between the Company and
the Participant that includes terms relating to the acceleration of vesting of
equity awards shall not be superseded by this Agreement.

     

    (c) Governing
Law.  This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Delaware without
regard to any applicable conflict of law principles.

     

    (d) Interpretation.  The
interpretation and construction of any terms or conditions of the Plan or this
Agreement by the Compensation Committee shall be final and
conclusive.