Exhibit 10.11A


 


	
  Stock
  Unit

  Grant Notice

  	
   

  	
  Omnicell, Inc.

  1201 Charleston
  Road

  Mountain View, CA 94043

  



 


 


	
  Employee
  Name

  	
   

  	
  Employee ID:

  
	
  Employee
  Address

  	
   

  	
   

  



 


 


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


 


	
   

  	
   

  	
  Type of Award:

  	
  Restricted
  Stock Unit (RSU)

  
	
   

  	
   

  	
  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:

  	
   

  	
   

  
						



 


	
  Vesting Date

  	
   

  	
  Number of Shares

  Vesting on Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Delivery
Schedule:  The Company shall deliver on each vesting
date one share of Common Stock for each Stock Unit which vests on such date,
less any shares to be withheld pursuant to Section 10 of the Stock Unit
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 Stock Unit 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


STOCK UNIT AWARD AGREEMENT


 


Pursuant
to the Stock Unit Grant Notice (“Grant Notice”) and this Stock Unit Award
Agreement (“Agreement”),
Omnicell, Inc. (the “Company”)
has awarded you a Stock Unit Award pursuant to Section 8(c) of the
Company’s 1999 Equity Incentive Plan (the “Plan”) for the number of Stock Units as
indicated in the Grant Notice (collectively, the “Award”). 
Capitalized terms not explicitly defined in this Agreement but defined
in the Plan shall have the same definitions as in the Plan.  Subject to adjustment and the terms and
conditions as provided herein and in the Plan, each Stock Unit shall represent
the right to receive one (1) share of Common Stock.


 


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


 


1.             NUMBER OF
STOCK UNITS AND SHARES OF COMMON STOCK.  The number of Stock Units in your Award is
set forth in the Grant Notice.


 


(a)           The number of
Stock Units subject to your Award and the number of shares of Common Stock
deliverable with respect to such Stock Units may be adjusted from time to time
for capitalization adjustments as described in Section 12 of the
Plan.  You shall receive no benefit or
adjustment to your Award with respect to any cash dividend or other
distribution that does not result in a capitalization adjustment pursuant to Section 12
of the Plan; provided, however, that this
sentence shall not apply with respect to any shares of Common Stock that are
delivered to you in connection with your Award after such shares have been
delivered to you.


 


(b)           Any additional Stock Units, shares of Common Stock,
cash or other property that becomes subject to the Award pursuant to this Section 1
shall be subject, in a manner determined by the Board, to the same forfeiture
restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other Stock Units and Common Stock covered by your Award.


 


(c)           Notwithstanding the provisions of this Section 1,
no fractional Stock Units or rights for fractional shares of Common Stock shall
be created pursuant to this Section 1. 
The Board shall, in its discretion, determine an equivalent benefit for
any fractional Stock Units or fractional shares that might be created by the
adjustments referred to in this Section 1.


 


2.             VESTING.


 


(a)           The Stock Units
shall vest, if at all, as provided in the Vesting Schedule set forth in your
Grant Notice and the Plan, provided that vesting shall cease upon the
termination of your Continuous
Service.


 


(b)           The
determination that your Continuous Service was terminated shall be made by the
Company (or an Affiliate, as applicable) in its sole discretion.  Any such determination by the Company (or an
Affiliate, as applicable) for the purposes of this Agreement 


 

















 


shall have no effect upon
any determination of the rights or obligations of you or the Company (or an
Affiliate, as applicable) for any other purpose.


 


3.             DISTRIBUTION
OF SHARES OF COMMON STOCK. 
Subject to the provisions of this Agreement (including Sections 5 and 10
below) and the Plan, the Company shall deliver to you on the applicable vesting
date one (1) share of Common Stock for each Stock Unit
that vests on such date.


 


4.             PAYMENT
BY YOU.  Except as
otherwise provided in the Grant Notice, this Award has been granted in
consideration of your services to the Company (or an Affiliate, as applicable).  Subject
to Section 10 below, and except as otherwise provided in the Grant Notice,
you will not be required to make any payment to the Company (other than your
past and future services with the Company (or an Affiliate, as applicable))
with respect to your receipt of the Award, the vesting of the Stock Units, or
the delivery of the shares of Common Stock underlying the Stock Units.


 


5.             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, 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.


 


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


 


7.             TRANSFER RESTRICTIONS. 
Prior to the time that shares of Common Stock have been delivered to
you, you may not transfer, pledge, sell or otherwise dispose of the shares in
respect of your Award.  For example, you
may not use shares that may be issued in respect of your Stock Units as
security for a loan, nor may you transfer, pledge, sell or otherwise dispose of
such shares.  This restriction on
transfer will lapse upon delivery to you of shares in respect of your vested
Stock Units.  Your Award is not
transferable, except by will or by the laws of descent and distribution, unless
otherwise required by applicable law. 
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 event of your death, shall thereafter be entitled to receive any distribution
of Common Stock pursuant to this Agreement.


 


8.             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.


 


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9.             UNSECURED
OBLIGATION.  Your Award is
unfunded, and even as to any Stock Units which vest, you shall be considered an
unsecured creditor of the Company with respect to the Company’s obligation, if
any, to issue Common Stock pursuant to this Agreement.  You shall not have voting or any other rights
as a stockholder of the Company with respect to the Common Stock acquired
pursuant to this Agreement until such Common Stock is issued to you pursuant to
Section 3 of this Agreement.   Upon
such issuance, you will obtain full voting and other rights as a stockholder of
the Company with respect to the Common Stock so issued.  Nothing contained in this Agreement, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind or a fiduciary relationship between you and the Company or
any other person.


 


10.          WITHHOLDING
OBLIGATIONS.


 


(a)           On or before the
time you receive a distribution of Common Stock
pursuant to your Award, or at any time thereafter as requested by the Company
and/or any Affiliate, you hereby authorize any required withholding from the
Common Stock issuable to you and otherwise agree to make adequate provision for
any sums required to satisfy the United States federal, state and local tax
withholding obligations of the Company or any Affiliate which arise in
connection with your Award.  As provided
in Section 11(f) of the Plan, the Company may withhold from any
compensation paid to you by the Company in partial or full satisfaction of the
withholdings contemplated by this Section 10.  In no way limiting the foregoing, the Company
is hereby authorized to withhold shares of Common Stock that are otherwise to
be issued and delivered to you under this Award in partial or full satisfaction
of the withholdings contemplated by this Section 10; provided, however,
that no shares of Common Stock shall be withheld with a value exceeding the
minimum amount of tax required to be withheld by law.


 


(b)           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.


 


(c)           In the event the
obligation of the Company and/or any Affiliate to withhold arises prior to the
delivery to you of Common Stock or it is determined after the delivery of
Common Stock to you that the amount of the withholding obligation was greater
than the amount withheld by the Company and/or any Affiliate, you agree to
indemnify and hold the Company and its Affiliates harmless from any failure by
the Company and/or any Affiliate to withhold the proper amount.


 


11.          NOTICES.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company and/or any
Affiliate to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at  the last address
you provided to the Company (or an Affiliate, as applicable).


 


12.          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.


 


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13.          AMENDMENT.  This
Agreement may be amended only by a writing executed by the Company and you
which specifically states that it is amending this Agreement. Notwithstanding
the foregoing, this Agreement may be amended solely by the Company by a writing
which specifically states that it is amending this Agreement, so long as a copy
of such amendment is delivered to you, and provided that no such amendment
adversely affecting your rights hereunder may be made without your written
consent (except as expressly provided in the Plan). Without limiting the
foregoing, the Company reserves the right to change, by written notice to you,
the provisions of this Agreement in any way it may deem necessary or advisable
to carry out the purpose of the grant as a result of any change in applicable
laws or regulations or any future law, regulation, ruling, or judicial
decision, provided that any such change shall be applicable only to rights
relating to that portion of the Award which is then subject to restrictions as
provided herein.


 


14.          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.


 


(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
and/or any Affiliate.


 


15.          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; provided, however, that Section 3 of
this Agreement, as may be modified pursuant to Section 8(d) of the
Plan, shall govern the timing of any distribution of Common Stock under your
Award.  The Company shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all 


 


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interpretations and
determinations made by the Board shall be final and binding upon you, the
Company, and all other interested persons. No member of the Board shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.


 


16.          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.


 


17.          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.


 


18.          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.


 


* * * * *


 


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


 


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OMNICELL, INC.

1999 EQUITY INCENTIVE PLAN