Exhibit 10.28  


EPOCRATES, INC.

RESTRICTED STOCK UNIT GRANT NOTICE

2010 EQUITY INCENTIVE PLAN  


        Epocrates, Inc. (the "Company"), pursuant to its 2010 Equity Incentive Plan (the
"Plan"), hereby awards to Participant a Restricted Stock Unit award for the number of shares of the Company's Common Stock set forth below (the
"Award"). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of
which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit
Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control. 

 






 



					
	Participant:	 	







 	 	 
	Date of Grant:	 	







 	 	 
	Vesting Commencement Date:	 	







 	 	 
	Number of Units/Shares Subject to Award:	 	







 	 	 
	Consideration:	 	






  Participant's past services

	 	 




 


 






  



				
	
 	
 Vesting Schedule:	
 	

[                                         
                                          
                         ].

Notwithstanding the foregoing, vesting shall terminate upon the Participant's termination of Continuous Service.
	
 	
 Issuance Schedule:	
 	
 The shares will be issued in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Agreement.




 

          Additional Terms/Acknowledgements:    The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted
Stock Unit
Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Restricted Stock Units and the underlying Common Stock of the Company and
supersede all prior oral and written agreements on that subject with the exception of (i) awards previously granted and delivered to Participant by the Company, and (ii) the following
agreements only: 

 






 



			
	OTHER AGREEMENTS:	 	







 
	 	 	







 




 


 






 



							
	
 EPOCRATES, INC.	
 	
 PARTICIPANT:
	 	 	 	 	 	 	 
	By:	 	






  Signature	 	






  Signature
	 	 	 	 	 	 	 
	Title:	 	







 	 	Date:	 	







 
	 	 	 	 	 	 	 
	Date:	 	







 	 	 	 	 




 

 ATTACHMENTS: Restricted Stock Unit Agreement, 2010 Equity Incentive Plan 








 




































 ATTACHMENT I


EPOCRATES, INC.

2010 EQUITY INCENTIVE PLAN  


 RESTRICTED STOCK UNIT AGREEMENT  


        Pursuant to the Restricted Stock Unit Grant Notice (the "Grant Notice") and this
Restricted Stock Unit Agreement (the "Agreement") and in consideration of your services, Epocrates, Inc. (the
"Company") has awarded you a Restricted Stock Unit Award (the "Award") under its 2010 Equity Incentive
Plan (the "Plan"). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award and is subject to the
terms set forth herein. Defined terms not explicitly defined in this Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Agreement
and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows. 



        1.    GRANT OF THE AWARD.    This Award represents the right to be issued on a future date the
number of shares of the Company's Common Stock as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit
(the "Account") the number of shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company.
Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the
vesting of the shares or the delivery of the underlying Common Stock. 



        2.    VESTING.    Subject to the limitations contained herein, your
Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such
termination of your Continuous Service, the shares credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further
right, title or interest in or to such underlying shares of Common Stock. 



        3.    NUMBER OF SHARES.    



        (a)   The number of units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan. 


        (b)   Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, 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 shares covered by your
Award. 


        (c)   Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common
Stock shall be created pursuant to this Section 3. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by
the adjustments referred to in this Section 3. 




        4.    SECURITIES LAW COMPLIANCE.    You may not be issued any shares
under your Award unless either (a) the shares are registered under the Securities Act; or (b) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and regulations. 



        5.    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 this Award or the shares issuable in 


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respect
of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan.
The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. 



        (a)    Death.    Your Award is transferable by will and by the laws of
descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your
executor or administrator of your estate shall be entitled to receive, on behalf of your estate, such Common Stock or other consideration. 


        (b)    Certain Trusts.    Upon receiving written permission from the
Board or its duly authorized designee, you may transfer your Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable
state law) while the Award is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 



        (c)    Domestic Relations Orders.    Upon receiving written permission
from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Award or
your right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the
transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order to help ensure the required information is
contained within the domestic relations order. 




        6.    DATE OF ISSUANCE.    



        (a)   The Company will deliver to you a number of shares of the Company's Common Stock equal to the number of vested shares
subject to your Award, including any additional shares received pursuant to Section 3 above that relate to those vested shares on the applicable vesting date(s). However, if a scheduled
delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. 



        (b)   Notwithstanding the foregoing, in the event that (i) you are subject to the Company's policy permitting certain
individuals to sell shares only during certain "window" periods, in effect from time to time, or you are otherwise prohibited from selling shares of the Company's Common Stock in the public market and
any shares covered by your Award are scheduled to be delivered on a day (the "Original Distribution Date") that does not occur during an open "window
period" applicable to you, as determined by the Company in accordance with such policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company's Common Stock on the
open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such shares shall not be delivered on such Original
Distribution Date and shall instead be delivered on the first (1st) business day of the next occurring open "window period" applicable to you pursuant to such policy (regardless of whether you are
still providing Continuous Service at such time) or the next business day when you are not prohibited from selling shares of the Company's Common Stock in the open market, as applicable, but in no
event later than the fifteenth (15th) day of the third (3rd) calendar month of the calendar year following the calendar year in which the shares of Common Stock originally became vested. The form of
such delivery (e.g., a stock certificate or electronic entry evidencing such 



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shares)
shall be determined by the Company. In all cases, the delivery of shares under this Award is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and shall be
construed and administered in such a manner. If it is determined that the delivery of shares under this Award does not comply with Treasury Regulation Section 1.409A-1(b)(4), shares
issued under this Award shall be delivered not later than December 31 of the calendar year in which the applicable vesting date (as set forth in the Vesting Schedule) occurred. 




        7.    DIVIDENDS.    You shall receive no benefit or adjustment to your Award with respect to
any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; 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. 


        8.    RESTRICTIVE LEGENDS.    The shares issued under your Award shall be endorsed with
appropriate legends as determined by the Company. 


        9.    AWARD NOT A SERVICE CONTRACT.    



        (a)   Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by
the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Award pursuant
to the schedule set forth in Section 2 herein or the issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this
Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by
the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation;
(iii) confer any right
or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to
terminate you at will and without regard to any future vesting opportunity that you may have. 


        (b)   The right to continue vesting in the Award pursuant to Section 2 and the schedule set forth in the Grant Notice is
earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and the Company
has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a
"reorganization"). Such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your
employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. This Agreement, the Plan, the
transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or
implied promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company's
right to terminate your Continuous Service at any time, with or without cause and with or without notice. 




        10.    WITHHOLDING OBLIGATIONS.    



        (a)   On or before the time you receive a distribution of the shares subject to your Award, or at any time thereafter as
requested by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and/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 which arise in connection with your Award (the "Withholding
Taxes"). Additionally, the Company may, in its sole discretion, satisfy all or any 



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portion
of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to
you by the Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a "same day sale" commitment with a broker-dealer that is a member of the Financial
Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered under the Award to
satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or
(iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares
of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such
shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum statutory withholding rates for federal, state,
local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. 


        (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 Company's obligation 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 Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company
harmless from any failure by the Company to withhold the proper amount. 




        11.    UNSECURED OBLIGATION.    Your Award is unfunded, and as a holder of a vested Award, you
shall be considered an unsecured creditor of the Company with respect to the Company's obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as
a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance,
you will obtain full voting and other rights as a stockholder of the Company. 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. 


        12.    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, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company's policy
permitting certain individuals to sell shares only during certain "window" periods and the Company's insider trading policy, in effect from time to time. 



        13.    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 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. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to
participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company. 


        14.    MISCELLANEOUS.    



        (a)   The rights and obligations of the Company under your Award shall be transferable to any one (1) 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. Your rights and 



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obligations
under your Award may only be assigned with the prior written consent of the Company. 


        (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. 




        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. Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan
shall control. 


        16.    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. 



        17.    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 the
Employee's benefits under any employee benefit 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 of the Company's or any Affiliate's employee benefit plans. 


        18.    CHOICE OF LAW.    The interpretation, performance and
enforcement of this Agreement will be governed by the law of the state of Delaware without regard to such state's conflicts of laws rules. 


        19.    AMENDMENT.    This Agreement may not be modified, amended or terminated except by an
instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board 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, except as otherwise expressly provided in the Plan, no such
amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board 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. 


        20.    COMPLIANCE WITH SECTION 409A OF THE CODE.    This Award
is intended to comply with the "short-term deferral" rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined
that the Award fails to satisfy the requirements of the short-term deferral 


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rule
and is otherwise deferred compensation subject to Section 409A, and if you are a "Specified Employee" (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the
date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of
the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six
(6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth
above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Each
installment of shares that vests is intended to constitute a "separate payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2). 



        21.    NO OBLIGATION TO MINIMIZE TAXES.    The Company has no duty or obligation to minimize
the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own
personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined
to do so. 


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 ATTACHMENT II  


 2010 EQUITY INCENTIVE PLAN  


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