Exhibit 10.11B


 


	
  Stock
  Award  

  	
   

  	
  Omnicell, Inc.  

  
	
  Grant
  Notice

  	
   

  	
  1201 Charleston Road  

  
	
   

  	
   

  	
  Mountain View, CA 94043

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  





 





	
  Recipient
  Name

  	
   

  	
  Recipient ID:

  
	
  Recipient
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


You have been granted a
Stock Award in Omnicell, Inc. Common Stock as follows:


 


	
   

  	
  Type of Award:

  	
   

  	
  Restricted
  Stock Award (RSA)

  
	
   

  	
  Grant No.:

  	
   

  	
   

  
	
   

  	
  Equity Incentive Plan:

  	
   

  	
  1999 Equity Incentive
  Plan

  
	
   

  	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
  Total Number of Stock
  Units:

  	
   

  	
   

  
	
   

  	
  Fair Market Value per
  Unit:

  	
   

  	
   

  
	
   

  	
  Total FMV of Stock
  Award:

  	
   

  	
   

  



 




	
   

  	
  Number of Shares

  
	
  Vesting Date

  	
   

  	
  Vesting on Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


Delivery
Schedule:  The Company shall deliver on each vesting
date one share of Common Stock for each Stock Award which vests on such date,
less any shares to be withheld pursuant to Section 17 of the Restricted
Stock Award Agreement.


 


By your acceptance of
this Stock Award Grant, you agree that this award is granted under and governed
by the terms and conditions of this Grant Notice, Omnicell, Inc.’s 1999
Equity Incentive Plan (as amended from
time to time) (the “Plan”) and by the terms and conditions of the 1999 Equity
Incentive Plan Restricted Stock Award Agreement (the “Award Agreement”) which
is attached hereto.


 


You understand and agree
that as of the Date of Grant, this Grant Notice, the Award Agreement and the
Plan set forth the entire understanding between you and Omnicell, Inc.
regarding the Stock Award set forth herein, and the underlying Common Stock,
and supersede all prior oral and written agreements on that subject.


 


Chief Financial Officer


 


Attachment:   Stock Unit Award Agreement


 














 


OMNICELL, INC.


1999
EQUITY INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


 


Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and
this Restricted Stock Award Agreement (“Agreement”), Omnicell, Inc. (the “Company”) has awarded
you (“Participant”) the right to
acquire shares of Common Stock from the Company pursuant to Section 8(a) of
the Company’s 1999 Equity Incentive Plan (the “Plan”)
for the number of shares indicated in the Grant Notice (collectively, the “Award”).  The Award is granted in exchange for past
services rendered by you to the Company or an Affiliate.  In the event additional consideration is
required by law so that the Common Stock acquired under this Agreement is
deemed fully paid and nonassessable, the Board shall determine the amount and
character of such additional consideration to be paid.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as set forth
in the Plan.


 


The details of your Award, in
addition to those set forth in the Grant Notice, are as follows.


 


1.            ACQUISITION OF SHARES.  By signing the Grant Notice, you hereby agree
to acquire from the Company, and the Company hereby agrees to issue to you, the
aggregate number of shares of Common Stock specified in your Grant Notice for
the consideration set forth in Section 3 and subject to all of the terms
and conditions of the Award and the Plan. 
You may not acquire less than the aggregate number of shares specified
in the Grant Notice.


 


2.            CLOSING.  Your acquisition of the shares shall be
consummated as follows:


 


(a)           You will acquire the shares by delivering your
Grant Notice, executed by you in the manner required by the Company, to the Corporate Secretary of the Company, or to such other person as the Company may designate, during regular business hours, on
the date that you have executed the Grant Notice (or at such other time
and place as you and the Company may mutually agree upon in writing) (the “Closing Date”) along with any
consideration, other than your past services, required to be delivered by you
by law on the Closing Date and such
additional documents as the Company
may then require.


 


(b)           The Company will direct the transfer
agent for the Company to deliver to the
Escrow Agent pursuant to the terms of Section 9 below, the certificate or
certificates evidencing the shares of Common Stock being acquired by you.  You acknowledge and agree that any such
shares may be held in book entry form directly registered with the transfer
agent or in such other form as the Company may determine.


 


3.            CONSIDERATION.  Unless
otherwise required by law, the shares of Common Stock to be delivered to you on
the Closing Date shall be deemed paid, in whole or in part in exchange for past
services rendered to the Company or
an Affiliate in the amounts and to the extent required by law.


 

















 


4.            VESTING.  The
shares will vest as provided in the Vesting Schedule set forth in your Grant
Notice, provided that vesting shall cease upon the termination of your
Continuous Service.  Shares acquired by
you that have vested in accordance with the Vesting Schedule set forth in the
Grant Notice and this Section 4 or any other provision of the Plan are “Vested Shares.”  Shares acquired by you pursuant to this
Agreement that are not Vested Shares are “Unvested Shares.”


 


5.            RIGHT OF REACQUISITION.  The
Company shall simultaneously with the termination of your Continuous Service
automatically reacquire (the “Reacquisition Right”)
for no consideration all of the Unvested Shares, unless the  Company
agrees to waive its Reacquisition Right as to some or all of the Unvested
Shares.  Any such waiver shall be
exercised by the Company by written notice to you or your representative (with
a copy to the Escrow Agent, as defined below) within ninety (90) days after the
termination of your Continuous Service, and the Escrow Agent may then release
to you the number of Unvested Shares not being reacquired by the Company.  If the Company does not waive its
reacquisition right as to all of the Unvested Shares, then upon such
termination of your Continuous Service, the Escrow Agent shall transfer to the
Company the number of Unvested Shares the Company is reacquiring.  The Reacquisition Right shall expire when all
of the shares have become Vested Shares.


 


6.            CAPITALIZATION
CHANGES.  The number of shares of Common Stock subject
to your Award and referenced in your
Grant Notice may be adjusted from time to time for changes in capitalization
pursuant to Section 12(a) of the Plan.


 


7.            CERTAIN CORPORATE
TRANSACTIONS.  In the event of a
change in control as provided in Section 12(b) of the Plan, the
Reacquisition Right may be assigned by the Company to the successor of the
Company (or such successor’s parent corporation), if any, in connection with
such transaction.  To the extent the
Reacquisition Right remains in effect following such transaction, it shall
apply to the new capital stock or other property received in exchange for the
Common Stock in consummation of the transaction, but only to the extent the
Common Stock was at the time covered by such right.


 


8.            SECURITIES
LAW COMPLIANCE.  You may not be issued any Common Stock under
your Award unless the shares of Common Stock are either (i) then
registered under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the
Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act.  Your
Award must also comply with other applicable laws and regulations governing the
Award, and you shall not receive such Common Stock if the Company determines
that such receipt would not be in material compliance with such laws and
regulations.


 


9.            ESCROW OF UNVESTED
COMMON STOCK.  As security for your
faithful performance of the terms of this Agreement and to insure the availability
for delivery of your Common Stock upon execution of the Reacquisition Right
provided in Section 5, above, you agree to the following “Joint Escrow”
and “Joint Escrow Instructions,” and you and the Company hereby authorize and
direct the Corporate Secretary of the Company or the Corporate Secretary’s
designee (“Escrow Agent”) to hold the
documents delivered to Escrow Agent 


 


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pursuant to the terms of this Agreement and of your Grant Notice, in accordance with the following Joint
Escrow Instructions:


 


(a)           In the event you
cease your Continuous Service, the Company shall pursuant to the Reacquisition
Right, automatically reacquire for no consideration all Unvested Shares, as of
the date of such termination, unless the Company elects to waive such right as
to some or all of the Unvested Shares. 
If the Company (or its assignee) elects to waive the Reacquisition
Right, the Company or its assignee will give you and Escrow Agent a written
notice specifying the number of shares of stock not to be reacquired. You and
the Company hereby irrevocably authorize and direct Escrow Agent to close the
transaction contemplated by such notice as soon as practicable following the
date of termination of service in accordance with the terms of this Agreement
and the notice of waiver, if any.


 


(b)           Vested Shares shall
be delivered to you upon your request given in the manner provided in Section 19
for providing notice.


 


(c)           At any closing
involving the transfer or delivery of some or all of the property subject to
the Grant Notice and this Agreement, Escrow Agent is directed (i) to date
any stock assignments necessary for the transfer in question, (ii) to fill
in the number of shares being transferred, and (iii) to deliver same,
together with the certificate, if any, evidencing the shares of Common Stock to
be transferred, to you or the Company, as applicable.


 


(d)           You irrevocably
authorize the Company to deposit with Escrow Agent the certificates, if any,
evidencing shares of Common Stock to be held by Escrow Agent hereunder and any
additions and substitutions to said shares as specified in this Agreement.  You do hereby irrevocably constitute and
appoint Escrow Agent as your attorney-in-fact and agent for the term of this
escrow to execute with respect to such securities and other property all
documents of assignment and/or transfer and all stock certificates necessary or
appropriate to make all securities negotiable and complete any transaction
herein contemplated.


 


(e)           This escrow shall
terminate upon the expiration or application in full of the Reacquisition
Right, whichever occurs first, and the completion of the tasks contemplated by
these Joint Escrow Instructions.


 


(f)            If at the time of
termination of this escrow, Escrow Agent should have in its possession any
documents, securities, or other property belonging to you, Escrow Agent shall
deliver all of same to you and shall be discharged of all further obligations
hereunder.


 


(g)           Except as otherwise
provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder
may be altered, amended, modified, or revoked only by a writing signed by all
of the parties hereto.


 


(h)           Escrow Agent shall
be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by Escrow Agent to be genuine and
to have been signed or presented by the proper party or parties or their
assignees.  Escrow Agent shall not be
personally liable for any act Escrow Agent may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for you while acting in good faith and any
act done or omitted by


 


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Escrow Agent pursuant to the advice of Escrow Agent’s own attorneys
shall be conclusive evidence of such good faith.


 


(i)            Escrow Agent is
hereby expressly authorized to disregard any and all warnings given by any of
the parties hereto or by any other person or corporation, excepting only orders
or process of courts of law, and is hereby expressly authorized to comply with
and obey orders, judgments, or decrees of any court.  In case Escrow Agent obeys or complies with
any such order, judgment, or decree of any court, Escrow Agent shall not be
liable to any of the parties hereto or to any other person, firm, or
corporation by reason of such compliance, notwithstanding any such order,
judgment, or decree being subsequently reversed, modified, annulled, set aside,
vacated, or found to have been entered without jurisdiction.


 


(j)            Escrow Agent shall
not be liable in any respect on account of the identity, authority, or rights
of the parties executing or delivering or purporting to execute or deliver this
Agreement or any documents or papers deposited or called for hereunder.


 


(k)           Escrow Agent shall
not be liable for the outlawing of any rights under any statute of limitations
with respect to these Joint Escrow Instructions or any documents deposited with
Escrow Agent.


 


(l)            Escrow Agent’s
responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent
shall cease to be the Secretary of the Company or if Escrow Agent shall resign
by written notice to each party.  In the
event of any such termination, the Company may appoint any officer or assistant
officer of the Company or other person who in the future assumes the position
of Secretary for the Company as successor Escrow Agent and you hereby confirm
the appointment of such successor or successors as your attorney-in-fact and
agent to the full extent of such successor Escrow Agent’s appointment.


 


(m)          If Escrow Agent
reasonably requires other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties
hereto shall join in furnishing such instruments.


 


(n)           It is understood
and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities, Escrow Agent is authorized
and directed to retain in its possession without liability to anyone all or any
part of said securities until such dispute shall have been settled either by
mutual written agreement of the parties concerned or by a final order, decree,
or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but Escrow Agent shall be under no
duty whatsoever to institute or defend any such proceedings.


 


(o)           By signing this
Agreement below Escrow Agent becomes a party hereto only for the purpose of
said Joint Escrow Instructions in this Section 9; Escrow Agent does not
become a party to any other rights and obligations of this Agreement apart from
those in this Section 9.


 


(p)           Escrow Agent shall
be entitled to employ such legal counsel and other experts as Escrow Agent may
deem necessary properly to advise Escrow Agent in connection with Escrow Agent’s
obligations hereunder.  Escrow Agent may
rely upon the advice of such


 


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counsel, and may pay such counsel reasonable compensation
therefor.  The Company shall be
responsible for all fees generated by such legal counsel in connection with
Escrow Agent’s obligations hereunder.


 


(q)           These Joint Escrow
Instructions set forth in this Section 9 shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.  It is understood and
agreed that references to “Escrow Agent” or “Escrow Agent’s” herein refer to
the original Escrow Agent and to any and all successor Escrow Agents.  It is understood and agreed that the Company
may at any time or from time to time assign its rights under the Agreement and
these Joint Escrow Instructions in whole or in part.


 


10.          EXECUTION OF DOCUMENTS.  You hereby acknowledge and agree that the
manner selected by the Company by which you indicate your consent to your Grant
Notice is also deemed to be your execution of your Grant Notice and of this
Agreement.  You further agree that such
manner of indicating consent may be relied upon as your signature for
establishing your execution of any documents to be executed in the future in
connection with your Award.


 


11.          IRREVOCABLE POWER OF
ATTORNEY.  You constitute and appoint
the Company’s Secretary as attorney-in-fact and agent to transfer said Common
Stock on the books of the Company with full power of substitution in the
premises, and to execute with respect to such securities and other property all
documents of assignment and/or transfer and all stock certificates necessary or
appropriate to make all securities negotiable and complete any transaction
herein contemplated.  This is a special
power of attorney coupled with an interest (specifically, the Company’s
underlying security interest in retaining the shares of Common Stock in the
event you do not perform the requisite services for the Company), and is
irrevocable and shall survive your death or legal incapacity.  This power of attorney is limited to the
matters specified in this Agreement.


 


12.          RIGHTS AS STOCKHOLDER.  Subject to the provisions of this Agreement,
you shall have the right to exercise all rights and privileges of a stockholder
of the Company with respect to the shares deposited  in
the Joint Escrow.  You shall be deemed to
be the holder of the shares for purposes of receiving any dividends that may be
paid with respect to such shares and for purposes of exercising any voting
rights relating to such shares, even if some or all of the shares are Unvested
Shares.


 


13.          TRANSFER RESTRICTIONS.  In addition to any other limitation on
transfer created by applicable securities laws, you shall not sell, assign,
hypothecate, donate, encumber, or otherwise dispose of any interest in the
Common Stock while such shares of Common Stock are Unvested Shares or continue
to be held in the Joint Escrow; provided, however,
that an interest in such shares may be transferred pursuant to a qualified domestic relations order as defined in the
Internal Revenue Code of 1986, as amended (the “Code”)
or Title I of the Employee Retirement Income Security Act of 1974, as amended.  After any Common Stock has been released from
the Joint Escrow, you shall not sell, assign, hypothecate, donate, encumber, or
otherwise dispose of any interest in the Common Stock except in compliance with
the provisions herein and applicable securities laws.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the


 


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event of your death, shall thereafter be entitled to receive any
distribution of Common Stock pursuant to this Agreement.


 


14.          NON-TRANSFERABILITY OF
THE AWARD.  Your Award (except for
Vested Shares issued pursuant thereto) is not transferable except by will or by
the laws of descent and distribution.  In
the event of the termination of your Continuous Service prior to the Closing
Date, the closing contemplated in this Agreement shall not occur.


 


15.          RESTRICTIVE LEGENDS.  The Common Stock issued under your Award
shall be endorsed with appropriate legends, if any, as determined by the
Company.


 


16.          AWARD NOT
A SERVICE CONTRACT.  Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever
any obligation on your part to continue in the service of the Company or
any Affiliate, or on the part of the Company or any Affiliate to continue such
service. 
In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective stockholders, boards of
directors, or employees to continue any relationship that you might have as an
Employee or Consultant of the Company or any Affiliate.


 


17.          WITHHOLDING
OBLIGATIONS.  At the time your Award is granted, or at any time thereafter as requested
by the Company, you hereby authorize
withholding from any amounts payable to you, or otherwise agree to make
adequate provision in cash for, any sums required to satisfy the federal,
state, local and foreign tax withholding obligations of the Company or
any Affiliate, if any, which arise in
connection with your Award.  In the Company’s sole discretion, the Company
may elect, and you hereby authorize the Company, to withhold Vested Shares in such amounts as the Company determines are necessary to satisfy your
obligation pursuant to the preceding sentence. Unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied, the Company
shall have no obligation to deliver to you any Common Stock.


 


18.          TAX CONSEQUENCES.   You agree to review
with your own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement.  You shall rely solely on such
advisors and not on any statements or representations of the Company or any of
its agents.  You understand that you (and
not the Company) shall be responsible for your own tax liability that may arise
as a result of this investment or the transactions contemplated by this Agreement.  You understand that Section 83 of the
Code taxes as ordinary income to you the fair market value of the shares of
Common Stock as of the date any restrictions on the shares lapse (that is, as
of the date on which part or all of the shares vest).  In this context, “restriction” includes the
right of the Company to reacquire the shares pursuant to its Reacquisition
Right.  You understand that you may elect
to be taxed on the fair market value of the shares at the time the shares are
acquired rather than when and as the Company’s Reacquisition Right expires by
filing an election under Section 83(b) of the Code with the Internal
Revenue Service within thirty (30) days after the date you acquire the shares
pursuant to your Award.  YOU ACKNOWLEDGE
THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF.  You further acknowledge that you are aware
that should you file an election under Section 83(b) of the Code


 


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and then subsequently forfeit the shares, you will not be able to
report as a loss the value of any shares forfeited and will not get a refund of
any of the tax paid.


 


19.          NOTICES.  Any notice
or request required or permitted hereunder shall be given in writing to each of
the other parties hereto and shall be deemed effectively given on the earlier
of (i) the date of personal delivery, including delivery by express
courier, or (ii) the date that is five (5) days after deposit in the
United States Post Office (whether or not actually received by the addressee),
by registered or certified mail with postage and fees prepaid, addressed at the
following addresses, or at such other address(es) as a party may designate by
ten (10) days’ advance written notice to each of the other parties hereto:


 


	
   

  	
  COMPANY:

  	
  Omnicell, Inc.

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  1201 Charleston Road

  
	
   

  	
   

  	
  Mountain View,
  CA  94043-1337

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  	
  Your address as on file
  with the Company

  
	
   

  	
   

  	
  at the time notice is
  given

  
	
   

  	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  	
  Omnicell, Inc.

  
	
   

  	
   

  	
  Attn: Corporate
  Secretary

  
	
   

  	
   

  	
  1201 Charleston Road

  
	
   

  	
   

  	
  Mountain View,
  CA  94043-1337

  



 


20.          HEADINGS.  The headings of the Sections in this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part of this Agreement or to affect the meaning of this Agreement.


 


21.          MISCELLANEOUS.


 


(a)           The rights and
obligations of the Company under your Award shall be transferable by the
Company to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by, the
Company’s successors and assigns.


 


(b)           You agree upon
request to execute any further documents or instruments necessary or desirable
in the sole determination of the Company to carry out the purposes or intent of
your Award.


 


(c)           You acknowledge and
agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting
your Award and fully understand all provisions of your Award.


 


(d)           This Agreement
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.


 


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(e)           All obligations of
the Company under the Plan and this Agreement shall be binding on any successor
to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.


 


22.          GOVERNING
PLAN DOCUMENT.  Your Award is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your Award,
and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan.  In the event of any conflict
between the provisions of your Award
and those of the Plan, the provisions of the Plan shall control.


 


23.          EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.  The value of the Award subject to
this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating benefits under any employee benefit
plan (other than the Plan) sponsored by the Company or any Affiliate except as
such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any or all of the employee benefit plans
of the Company or any Affiliate.


 


24.          CHOICE OF LAW.  The
interpretation, performance and enforcement of this Agreement shall be governed
by the law of the state of California  without
regard to such state’s conflicts of laws rules.


 


25.          SEVERABILITY.  If all or
any part of this Agreement or the Plan is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
invalidate any portion of this Agreement or the Plan not declared to be
unlawful or invalid. Any Section of this Agreement (or part of such a
Section) so declared to be unlawful or invalid shall, if possible, be construed
in a manner which will give effect to the terms of such Section or part of
a Section to the fullest extent possible while remaining lawful and valid.


 


26.          OTHER
DOCUMENTS.  You hereby acknowledge receipt or the right
to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act.  In addition,
you acknowledge receipt of the Company’s Trading in Securities by
Covered Persons Policy.


 


* * * * *


 


This Restricted Stock Award Agreement shall be deemed
to be signed by the Company and the Participant upon the signing by the
Participant of the Restricted Stock Grant Notice to which it is attached.


 


The Escrow Agent hereby acknowledges and accepts its
rights and responsibilities pursuant to Section 9, above.


 


	
   

  	
   

  
	
  Escrow Agent

  



 


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OMNICELL,
INC.

1999 EQUITY INCENTIVE PLAN