EX-10.4






RESTRICTED STOCK AGREEMENT




THIS AGREEMENT made this 2nd day of January 2008, between Noven
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jeffrey Eisenberg (“Grantee”).
Capitalized terms not defined herein shall have the meaning ascribed thereto in a certain Letter
Agreement between the Company and the Grantee, as of dated January 2, 2008.



1. Award.



(a) Shares. Pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan
(the “Plan”), and the Employment Letter of even date herewith between the Company and Grantee, the
Company hereby grants to the Grantee 7,342 shares (the “Shares”) of the Company’s Common Stock, par
value $0.0001 pursuant to the terms and conditions set forth herein.



(b) Plan Incorporated. Grantee acknowledges receipt of a copy of the Plan, and agrees
that this award of the 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. Shares, Vesting /Termination of Employment. Grantee hereby accepts the Shares and
agrees as follows:



(a) Vesting. Shares shall become vested upon the dates described in the following
schedule:



	 	 	 	 	 	 	 	 	 
	Date

	 	Incremental

Vesting
	 	Cumulative

Amount Vested

	 

	 	 	 	 	 	 	 	 
	March 31, 2008

	 	 	12.5	%	 	 	12.5	%
	 

	 	 	 	 	 	


	June 30, 2008

	 	 	12.5	%	 	 	25	%
	 

	 	 	 	 	 	 	 	 
	September 30, 2008

	 	 	12.5	%	 	 	37.5	%
	 

	 	 	 	 	 	 	 	 
	December 31, 2008

	 	 	12.5	%	 	 	50	%
	 

	 	 	 	 	 	 	 	 
	March 31, 2009

	 	 	12.5	%	 	 	62.5	%
	 

	 	 	 	 	 	 	 	 
	June 30, 2009

	 	 	12.5	%	 	 	75	%
	 

	 	 	 	 	 	 	 	 
	September 30, 2009

	 	 	12.5	%	 	 	87.5	%
	 

	 	 	 	 	 	 	 	 
	December 31, 2009

	 	 	12.5	%	 	 	100	%
	 

	 	 	 	 	 	 	 	 






(b) Termination of Employment Generally. Unless otherwise provided in this Agreement,
upon termination of Grantee’s employment with the Company the Shares which have not vested at the
time of such termination of employment shall be forfeited and revert to the Company immediately
upon such termination of employment, and the Grantee shall have no rights whatsoever to such
Shares. Furthermore, the Shares which have vested at the time of such termination of employment
shall not forfeit or revert and shall be retained and owned by the Grantee.



(c) Termination by the Company without Cause, by Grantee for Good Reason, due to Death or
Disability during or subsequent to the Interim Term. In the event of termination of Grantee’s
employment with the Company on or before December 31, 2009, by virtue of: 1) termination by the
Company without Cause; 2) termination by Grantee for Good Reason or 3) Grantee’s death or
Disability, all the Shares unvested at the time of such termination shall immediately vest. This
Section 2(c) shall not apply unless the Parties execute a reasonable mutual waiver and release
(which execution shall not be unreasonably withheld).



(d) Termination by the Company for Cause. In the event Grantee’s employment with the
Company is terminated by the Company for Cause, all the Shares vested and unvested shall be
forfeited and revert to the Company immediately upon such termination of employment, and the
Grantee shall have no rights whatsoever to such Shares.



(e) .Resignation as Interim CEO. In the event Grantee resigns his position as the
Interim CEO during the Interim Period without Good Reason, all the Shares shall be forfeited and
revert to the Company and the Grantee shall have no rights whatsoever to such Shares.



(f) Transferability. The Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of, until December 31, 2009, unless
the Grantee’s employment with the Company is terminated under the circumstances described in
Section 2(c) of this Agreement, in which case the restrictions described in this Section 2(f) shall
lapse upon termination.



3. Certificates. With respect to Shares issued pursuant to this Agreement, each
certificate representing such Shares shall bear the following legend:



“The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, are
subject to restrictions on transfer and other terms and conditions, which
are set forth in the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive
Plan (the “Plan”), and in an Agreement entered into by and between the
registered owner of such shares and the Noven Pharmaceuticals, Inc. (the
“Company”), dated as of January 2, 2008 (the “Award Agreement”). A copy of
the Plan and the Award Agreement may be obtained from the Secretary of the
Company.”



4. Withholding. To the extent that the grant, the receipt or the vesting of any
Shares results in income to Grantee for federal or state income tax purposes, Grantee shall deliver
to the Company at the time of such grant, receipt or vesting, as the case may be, such amount of
money as the Company may require to meet its withholding obligation under applicable tax laws or
regulations, and, if Grantee fails to do so following reasonable notice by the Company, the
Company, may in its sole discretion, (i) cause the Shares that are the subject of the applicable
tax withholding and the Grantee’s right to receive such Shares that are the subject of the
applicable tax withholding to be forfeited or (ii) 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.



5. 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, whether vested or
unvested, 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 be subject to the same terms and conditions set forth herein. The
Grantee shall have no rights as a shareholder with respect to any Restricted Stock which is
forfeited.



6. Status and Issuance of Shares. Grantee agrees that the 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 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 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 Shares. Notwithstanding any other provisions of this Agreement,
the issuance or delivery of Shares 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 the Shares 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.



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 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.



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: /s/ Jeff Mihm

Name: Jeff Mihm

Title: Vice President, General Counsel and Corporate Secretary




GRANTEE



/s/ Jeffrey Eisenberg



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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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