Exhibit 10.4


 


PHARMACOPEIA,
INC.


 


RESTRICTED
STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK
UNIT AGREEMENT, dated as of
                
(the “Date of Grant”), is delivered by Pharmacopeia, Inc. (“Pharmacopeia”)
to
                
(the “Grantee”).


 


RECITALS


 


The Pharmacopeia, Inc.
Amended and Restated 2004 Stock Incentive Plan (the “Plan”) provides for the
grant of Stock Awards in the form of restricted stock units in accordance with
the terms and conditions of the Plan. 
The Compensation Committee of Pharmacopeia’s Board of Directors (the “Committee”),
which administers the Plan, has decided to make a grant of restricted stock
units as an inducement for the Grantee and to promote the best interests of
Pharmacopeia and its shareholders.


 


NOW, THEREFORE, the parties
to this Agreement, intending to be legally bound hereby, agree as follows:


 


1.             Grant
of Restricted Units.  Subject to the
terms and conditions set forth in this Agreement and the Plan, Pharmacopeia
hereby grants the Grantee
                
restricted stock units, subject to the restrictions set forth below and in the
Plan (the “Restricted Units”).


 


2.             Restricted
Unit Account.  Each Restricted Unit
represents one hypothetical share of common stock of Pharmacopeia (“Common
Stock”).  The Restricted Units represent
hypothetical shares and not actual shares of Common Stock.  Pharmacopeia shall establish and maintain a
Restricted Unit account as a bookkeeping account on its records for the Grantee
and shall record in such account the number of Restricted Units granted to the
Grantee.  No shares of Common Stock shall
be issued to the Grantee at the time the grant is made, and the Grantee shall
not be, nor have any of the rights or privileges of, a shareholder of Pharmacopeia
with respect to any Restricted Units recorded in the account.  The Grantee shall not have any interest in
any specific assets of Pharmacopeia by reason of this award or the Restricted
Unit account established for the Grantee.


 


3.             Vesting.


 


(a)           Except
as provided in subparagraph 3(b) below, the Restricted Units shall be
subject to forfeiture until the Restricted Units vest.  The Restricted Units shall vest and be
payable according to the following vesting schedule, if the Grantee continues
to be employed by the Company from the Date of Grant until the applicable
vesting date:


 

















 


	
  Vesting
  Date

  	
   

  	
  Percentage of

  Restricted Units Vested

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The
vesting of the Restricted Units shall be cumulative, but shall not exceed 100%
of the Restricted Units.  If the
foregoing schedule would produce fractional Units, the number of Restricted
Units that vest shall be rounded up to the nearest whole Restricted Unit.


 


(b)           The
Restricted Units shall become fully vested in the event the Grantee’s
employment with the Company terminates on account of (i) death, (ii) Disability,
(iii) Retirement, or (iii) involuntary termination of employment by
the Company without Cause.  Retirement,
Disability and Cause shall have the meanings given those terms in the Plan.


 


4.             Termination
of Restricted Units.  If the Grantee’s
employment with the Company terminates for any reason, other than as described
in subparagraph 3(b) above, before the Restricted Units vest, any unvested
Restricted Units shall automatically terminate and shall be forfeited as of the
date of the Grantee’s termination of employment.  No payment shall be made with respect to any
Restricted Units that terminate as described in this Section 4.


 


5.             Payment
of Restricted Units.


 


(a)           When the
Restricted Units vest in accordance with Section 3 above (the “Vesting
Date”), Pharmacopeia
shall issue to the Grantee one share of Common Stock for each vested Restricted
Unit, subject to tax withholding as described below.  Payment shall be made within 30 days after
the Vesting Date.


 


(b)           All
obligations of Pharmacopeia under this Agreement shall be subject to the rights
of Pharmacopeia as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable. 
The Grantee shall be required to pay to Pharmacopeia, or make other
arrangements satisfactory to Pharmacopeia to provide for the payment of, any
federal, state, local or other taxes that Pharmacopeia is required to withhold
with respect to the Restricted Units. 
The Grantee may elect to satisfy any tax withholding obligation with
respect to Restricted Units by having shares of Common Stock withheld up to an
amount that does not exceed the minimum applicable withholding tax rate for
federal (including FICA), state, local and other tax liabilities.


 


(c)           The
obligation of Pharmacopeia to deliver shares of Common Stock shall also be
subject to the condition that if at any time the Committee shall determine in
its discretion that the listing, registration or qualification of the Common
Stock upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of Common Stock,
the Common Stock may not be issued in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.  The issuance of Common Stock to Grantee
pursuant to this


 


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Agreement is subject to any applicable taxes and other
laws or regulations of the United States or of any state having jurisdiction
thereof.


 


6.             Dividend
Equivalents.  Until such time as the
Restricted Units are paid or forfeited, if any cash dividends are paid with
respect to shares of Common Stock, Pharmacopeia shall pay the Grantee, in cash,
the amount of the dividend that would have been distributed if the Restricted
Units credited to the Grantee’s account at the time of the dividend payment
were shares of Common Stock, irrespective of whether such Restricted Units have
vested pursuant to Section 3.  The
dividend equivalent payment shall be made within 30 days after the dividend
payment date.  In the event of a dividend
or distribution payable in Common Stock or other property or a
reclassification, split up or similar event while Restricted Units are
outstanding, Pharmacopeia shall make appropriate adjustments, pursuant to the
Plan, to the Restricted Units credited to the Grantee’s account.


 


7.             Change in Control.  Upon a Change in Control (as defined in the
Plan), the outstanding Restricted Units shall become immediately and fully
vested, unless the Restricted Units are assumed by the successor corporation
and are substituted with restricted stock units involving the common stock of
the successor corporation with equivalent value and with the terms and
conditions of the substituted restricted stock awards being no less favorable
than the Restricted Units granted hereunder. 
Substituted restricted stock units shall vest in full if the Grantee’s
employment is terminated for any reason other than Cause or voluntary
termination within 18 months of the Change in Control.


 


8.             Grant
Subject to Plan Provisions.  This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the
Plan.  The grant and payment of the
Restricted Units are subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in
accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (i) the registration, qualification or listing of
the shares, (ii) changes in capitalization of Pharmacopeia and (iii) other
requirements of applicable law.  The
Committee shall have the authority to interpret and construe the Restricted
Units pursuant to the terms of the Plan, and its decisions shall be conclusive
as to any questions arising hereunder.


 


9.             No
Employment or Other Rights.  The
grant shall not confer upon the Grantee any right to be retained by or in the
employ of the Company and shall not interfere in any way with the right of the
Company to terminate the Grantee’s employment at any time. The right of the
Company to terminate at will the Grantee’s employment at any time for any
reason is specifically reserved.


 


10.           No
Shareholder Rights.  Neither the
Grantee, nor any person entitled to receive payment in the event of the Grantee’s
death, shall have any of the rights and privileges of a shareholder with
respect to shares of Company stock, until certificates for shares have been
issued upon payment of Restricted Units.


 


11.           Assignment
and Transfers.  Except as the
Committee may otherwise permit pursuant to the Plan, the rights and interests
of the Grantee under this Agreement may not be sold, assigned,


 


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encumbered or otherwise transferred except, in the
event of the death of the Grantee, by will or by the laws of descent and distribution.  In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Restricted
Units or any right hereunder, except as provided for in this Agreement, or in
the event of the levy or any attachment, execution or similar process upon the
rights or interests hereby conferred, Pharmacopeia may terminate the Restricted
Units by notice to the Grantee, and the Restricted Units and all rights
hereunder shall thereupon become null and void. 
The rights and protections of Pharmacopeia hereunder shall extend to any
successors or assigns of Pharmacopeia and to Pharmacopeia’s parents,
subsidiaries, and affiliates.  This
Agreement may be assigned by Pharmacopeia without the Grantee’s consent.


 


12.           Applicable
Law.  The validity, construction,
interpretation and effect of this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
the conflicts of laws provisions thereof. 
This Agreement is intended to be exempt from the requirements of section
409A of the Code pursuant to the exemption applicable to short-term deferrals.


 


13.           Notice.  Any notice to Pharmacopeia provided for in
this Agreement shall be addressed to Pharmacopeia in care of the General Counsel
at 3000 Eastpark Boulevard, Cranbury, NJ  08512-3516, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of
Pharmacopeia, or to such other address as the Grantee may designate to
Pharmacopeia in writing.  Any notice
shall be delivered by hand or by a recognized courier service such as FedEx or
UPS, sent by telecopy or enclosed in a properly sealed envelope


 


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addressed
as stated above, registered and deposited, postage prepaid, in a post office
regularly maintained by the United States Postal Service.


 


IN WITNESS WHEREOF, Pharmacopeia has caused its duly
authorized officers to execute and attest to this Restricted Stock Unit
Agreement, and the Grantee has placed his or her signature hereon, effective as
of the Date of Grant.


 


 


	
  Attest:

  	
   

  	
  PHARMACOPEIA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Corporate
  Secretary

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


I hereby accept the award of Restricted Units
described in this Agreement, and I agree to be bound by the terms of the Plan
and this Agreement.  I hereby agree that
all of the decisions and determinations of the Committee with respect to the
Restricted Units shall be final and binding.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
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