**Exhibit 10.1**

** **

**SONUS PHARMACEUTICALS, INC.**

**RESTRICTED STOCK PURCHASEAGREEMENT**

**UNDER THE**

**2007 PERFORMANCE INCENTIVE PLAN**

 

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”)is entered into as of                       ,20     by and between                                             (hereinafter referred to as “Purchaser”), and SONUS Pharmaceuticals, Inc., aDelaware corporation (hereinafter referred to as the “Company”), pursuant tothe Company’s 2007 Performance Incentive Plan, as amended (the “Plan”). Anycapitalized term not defined herein shall have the same meaning ascribed to itin the Plan.

 

**R E C I T A L S:**

 

# **A.****                                   **Purchaseris an employee, director, consultant or other Service Provider, and inconnection therewith has rendered services for and on behalf of the Company.

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# **B.****                                   **TheCompany desires to issue shares of common stock to Purchaser for theconsideration set forth herein to provide an incentive for Purchaser to remaina Service Provider of the Company and to exert added effort towards its growthand success.

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NOW, THEREFORE, in consideration of the mutualcovenants hereinafter set forth, and for other good and valuable consideration,the parties agree as follows:

 

## **1.****                                      Issuanceof Shares**. The Company hereby offers to issue to Purchaser an aggregate of                           (          ) shares of CommonStock of the Company (the “Shares”) on the terms and conditions herein setforth. Unless this offer is earlier revoked in writing by the Company,Purchaser shall have ten (10) days from the date of the delivery of thisAgreement to Purchaser to accept the offer of the Company by executing anddelivering to the Company two copies of this Agreement, without condition orreservation of any kind whatsoever, together with the consideration to be deliveredby Purchaser pursuant to Section 2 below.

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## **2.****                                      Consideration**.The purchase price for the Shares shall be $          per share, or $                in the aggregate. Any purchase price more than zero shall be paid by thedelivery of Purchaser’s check payable to the Company (or payment in such otherform of lawful consideration as the Administrator may approve from time to timeunder the provisions of Section 6.3 of the Plan).

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## **3.****                                      Vestingof Shares**.

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### **(a)****                                 **Subjectto Section 3(b) below, the Shares acquired hereunder shall vest and become “VestedShares” as follows: 

 
| **Upon the date set forth below:** | ** ** | **Shares that become Vested Shares:** |
|------------------------------------|------------|---------------------------------------|
|                               |       |      Shares  |
|                               |       |      Shares  |
|                               |       |      Shares  |

 

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### Shares which have not yet become vested are hereincalled “Unvested Shares.”  No additionalshares shall vest after the date of termination of Purchaser’s ContinuousService.

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As used herein, the term “Continuous Service” means(i) employment by either the Company or any parent or subsidiary corporation ofthe Company, or by any successor entity following a Change in Control, which isuninterrupted except for vacations, illness (except for permanent disability,as defined in Section 22(e)(3) of the Code), or leaves of absence which areapproved in writing by the Company or any of such other employer corporations,if applicable, (ii) service as a member of the Board of Directors of theCompany until Purchaser resigns, is removed from office, or Purchaser’s term ofoffice expires and he or she is not reelected, or (iii) so long as Purchaser isengaged as a consultant or Service Provider to the Company or other corporationreferred to in clause (i) above.

 

### **(b)****                                 **NotwithstandingSection 3(a), if Purchaser holds Shares at the time a Change in Control occurs,all Repurchase Rights shall automatically terminate immediately prior to theconsummation of such Change in Control, and the Shares subject to thoseterminated Repurchase Rights shall immediately vest in full. If the RepurchaseRights automatically terminate in accordance with the provisions of thissubsection (b), then the Administrator shall cause written notice of the Changein Control transaction to be given to Purchaser not less than fifteen (15) daysprior to the anticipated effective date of the proposed transaction.

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## **4.****                                      ReconveyanceUpon Termination of Service.**

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### **(a)****                                  RepurchaseRight**. The Company shall have the right (but not the obligation) torepurchase all or any part of the Unvested Shares (the “Repurchase Right”) inthe event that the Purchaser’s Continuous Service terminates for any reason. Uponexercise of the Repurchase Right, the Purchaser shall be obligated to sell hisor her Unvested Shares to the Company, as provided in this Section 4. If thePurchase Price is zero, then Purchaser shall be obligated to transfer his orher Unvested Shares to the Company without consideration.

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### **(b)****                                  Considerationfor Repurchase Right**. The repurchase price of the Unvested Shares (the “RepurchasePrice”) shall be equal to the Purchase Price, if any, of such Unvested Shares.

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### **(c)****                                  Procedurefor Exercise of Reconveyance Option**. For sixty (60) days after theTermination Date or other event described in this Section 4, the Companymay exercise the Repurchase Right by giving Purchaser and/or any other personobligated to sell written notice of the number of Unvested Shares which theCompany desires to purchase. The Repurchase Price for the Unvested Shares shallbe payable, at the option of the Company, by check or by cancellation of all ora portion of any outstanding indebtedness of Purchaser to the Company, or byany combination thereof.

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### **(d)****                                  Notificationand Settlement**. In the event that the Company has elected to exercise theRepurchase Right as to part or all of the Unvested Shares within the perioddescribed above, Purchaser or such other person shall deliver to the Companycertificate(s) representing the Unvested Shares to be acquired by the Companywithin thirty (30) days following the date of the notice from the Company. TheCompany shall deliver to Purchaser against delivery of the Unvested Shares,checks of the Company payable to Purchaser and/or any other person

 

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### obligated to transfer the Unvested Shares in theaggregate amount of the Repurchase Price, if any, to be paid as set forth inparagraph 4(b) above.

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### **(e)****                                  Depositof Unvested Shares**. Purchaser shall deposit with the Company certificatesrepresenting the Unvested Shares, together with a duly executed stockassignment separate from certificate in blank, which shall be held by the Secretaryof the Company. Purchaser shall be entitled to vote and to receive dividendsand distributions on all such deposited Unvested Shares.

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### **(f)****                                    Termination**.The provisions of this Section 4 shall automatically terminate inaccordance with Section 3(b) above.

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### **(g)****                                 Assignment.**The Company may assign its Repurchase Right under this Section 4 withoutthe consent of the Purchaser.

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## **5.****                                      Restrictionson Unvested Shares.**Unvested Shares may not be sold, transferred, pledged,or otherwise disposed of, except that such Unvested Shares may be transferredto a trust established for the sole benefit of the Purchaser and/or his or herspouse, children or grandchildren. Any Unvested Shares that are transferred asprovided herein remain subject to the terms and conditions of this Agreement.

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## **6.****                                      AdjustmentsUpon Changes in Capital Structure**. In the event that the outstanding Sharesof Common Stock of the Company are hereafter increased or decreased or changedinto or exchanged for a different number or kind of shares or other securitiesof the Company by reason of a recapitalization, stock split, combination ofshares, reclassification, stock dividend, or other change in the capitalstructure of the Company, then Purchaser shall be entitled to new or additionalor different shares of stock or securities, in order to preserve, as nearly aspractical, but not to increase, the benefits of Purchaser under this Agreement,in accordance with the provisions of Section 4.2 of the Plan. Such new,additional or different shares shall be deemed “Shares” for purposes of thisAgreement and subject to all of the terms and conditions hereof.

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## **7.****                                      SharesFree and Clear**. All Shares purchased by the Company pursuant to thisAgreement shall be delivered by Purchaser free and clear of all claims, liensand encumbrances of every nature (except the provisions of this Agreement andany conditions concerning the Shares relating to compliance with applicablefederal or state securities laws), and the purchaser thereof shall acquire fulland complete title and right to all of such Shares, free and clear of anyclaims, liens and encumbrances of every nature (again, except for theprovisions of this Agreement and such securities laws).

 

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## **8.****                                      Limitationof Company’s Liability for Nonissuance; Unpermitted Transfers**.

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### **(a)****                                 **TheCompany agrees to use its reasonable best efforts to obtain from any applicableregulatory agency such authority or approval as may be required in order toissue and sell the Shares to Purchaser pursuant to this Agreement. Theinability of the Company to obtain, from any such regulatory agency, authorityor approval deemed by the Company’s counsel to be necessary for the lawfulissuance and sale of the Shares hereunder and under the Plan shall relieve theCompany of any liability in respect of the nonissuance or sale of such Sharesas to which such requisite authority or approval shall not have been obtained.

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### **(b)****                                 **TheCompany shall not be required to:  (i)transfer on its books any Shares of the Company which shall have been sold ortransferred in violation of any of the provisions set forth in this Agreement,or (ii) treat as owner of such shares or to accord the right to vote as suchowner or to pay dividends to any transferee to whom such shares shall have beenso transferred.

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## **9.****                                      Notices**.Any notice, demand or request required or permitted to be given under thisAgreement shall be in writing and shall be deemed given when deliveredpersonally or three (3) days after being deposited in the United States mail,as certified or registered mail, with postage prepaid, (or by such other methodas the Administrator may from time to time deem appropriate), and addressed, ifto the Company, at its principal place of business, Attention:  the Chief Financial Officer, and if to thePurchaser, at his or her most recent address as shown in the employment orstock records of the Company.

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## **10.****                               BindingObligations**. All covenants and agreements herein contained by or on behalfof any of the parties hereto shall bind and inure to the benefit of the partieshereto and their permitted successors and assigns.

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## **11.****                               Captionsand Section Headings**. Captions and section headings used herein are forconvenience only, and are not part of this Agreement and shall not be used inconstruing it.

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## **12.****                               Amendment**.This Agreement may not be amended, waived, discharged, or terminated other thanby written agreement of the parties.

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## **13.****                               EntireAgreement**. This Agreement and the Plan constitute the entire agreementbetween the parties with respect to the subject matter hereof and supersede allprior or contemporaneous written or oral agreements and understandings of theparties, either express or implied.

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## **14.****                               Assignment**.Purchaser shall have no right, without the prior written consent of theCompany, to (i) sell, assign, mortgage, pledge or otherwise transfer anyinterest or right created hereby, or (ii) delegate his or her duties orobligations under this Agreement. This Agreement is made solely for the benefitof the parties hereto, and no other person, partnership, association orcorporation shall acquire or have any right under or by virtue of thisAgreement.

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## **15.****                               Severability**.Should any provision or portion of this Agreement be held to be unenforceableor invalid for any reason, the remaining provisions and portions of thisAgreement shall be unaffected by such holding.

 

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## **16.****                               Counterparts**.This Agreement may be executed in one or more counterparts, all of which takentogether shall constitute one agreement and any party hereto may execute thisAgreement by signing any such counterpart. This Agreement shall be binding uponPurchaser and the Company at such time as the Agreement, in counterpart orotherwise, is executed by Purchaser and the Company.

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## **17.****                               ApplicableLaw**. This Agreement shall be construed in accordance with the laws of theState of Washington without reference to choice of law principles, as to allmatters, including, but not limited to, matters of validity, construction, effector performance.

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## **18.****                               NoAgreement to Employ**. Nothing in this Agreement shall affect any right withrespect to continuance of employment by the Company or any of its subsidiaries.The right of the Company or any of its subsidiaries to terminate at will thePurchaser’s employment at any time (whether by dismissal, discharge orotherwise), with or without cause, is specifically reserved, subject to anyother written employment agreement to which the Company and Purchaser may be aparty.

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## **19.****                               “MarketStand-Off” Agreement**. Purchaser agrees in connection with any registrationof the Company’s securities that, upon the request of the Company or theunderwriters managing any public offering of the Company’s securities,Purchaser will not sell or otherwise dispose of any Purchased Shares withoutthe prior written consent of the Company or such underwriters, as the case maybe, for a period of time (not to exceed 180 days) from the effective date ofsuch registration as the Company or the underwriters may specify.

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## **20.****                               TaxElections.**Purchaser understands that Purchaser (and not the Company) shallbe responsible for the Purchaser’s own tax liability that may arise as a resultof the acquisition of the Shares. Purchaser acknowledges that Purchaser hasconsidered the advisability of all tax elections in connection with thepurchase of the Shares, including the making of an election under Section 83(b)under the Internal Revenue Code of 1986, as amended (“Code”); Purchaser furtheracknowledges that the Company has no responsibility for the making of suchSection 83(b) election. In the event Purchaser determines to make a Section83(b) election, Purchaser agrees to timely provide a copy of the election tothe Company as required under the Code.

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## **21.****                               Attorneys’Fees**. If any party shall bring an action in law or equity against anotherto enforce or interpret any of the terms, covenants and provisions of thisAgreement, the prevailing party in such action shall be entitled to recoverreasonable attorneys’ fees and costs.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first above written.

 
| **THE COMPANY:**             | ** ** | **PURCHASER:** |
|------------------------------|------------|----------------|
|                         |       |           |
| SONUS PHARMACEUTICALS,  INC. |       |           |
|                         |       |           |
| By:                          |       |           |   |
|                         |       |           |   |
| Name:                        |       |           |   |
|                         |       |           | (Print Name) |
| Title:                       |       |           |   |
|                         |       |           |
|                         |       |           |
|                         |       | Address:       |
|                         |       |           |
|                         |       |           |
|                         |       |           |
|                         |       |           |

 

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**CONSENT AND RATIFICATION OFSPOUSE**

 

The undersigned, the spouse of                                           ,a party to the attached Restricted Stock Purchase Agreement (the “Agreement”),dated as of                               ,hereby consents to the execution of said Agreement by such party; and ratifies,approves, confirms and adopts said Agreement, and agrees to be bound by eachand every term and condition thereof as if the undersigned had been a signatoryto said Agreement, with respect to the Shares (as defined in the Agreement)made the subject of said Agreement in which the undersigned has an interest,including any community property interest therein.

 

I also acknowledge that I have been advised to obtainindependent counsel to represent my interests with respect to this Agreementbut that I have declined to do so and I hereby expressly waive my right to suchindependent counsel.

 
| Date:  |   |         |   |   |
|--------|--------|--------------|--------|--------|
|   |   | (Signature)  |
|   |   |         |
|   |   |         |
|   |   | (Print Name) |

 

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