EX-4.4



 Exhibit 4.4 
 FORM OF 
 AWARD AGREEMENT 

COLUMBIA LABORATORIES, INC. 
 AMENDED AND RESTATED 2008 LONG-TERM INCENTIVE PLAN 
 This Award Agreement sets
forth the terms and conditions of shares of Stock granted pursuant to the provisions of the Amended and Restated 2008 Long-term Incentive Plan (the “Plan”) of Columbia Laboratories, Inc. (the “Company”) to the
Participant whose name appears below, for the number of Shares of Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall
have the same meanings as set forth in the Plan. 
  

	1.	Name and address of Participant to whom the Shares are granted: 

 [NAME] 
 [ADDRESS] 

 

	2.	Number of Shares of Common Stock (“Shares”): 

 [# SHARES] 
  

	3.	Purchase price of Shares: 


[            ] 

 

	4.	Date of grant of the Shares: 

 [            ] 
  

	5.	Vesting. 

  

	 	5.1	Vesting Schedule. Except as otherwise provided in Section 5.2, the Shares shall vest pursuant to Schedule 1, attached hereto. Upon any termination of
service of the Participant to the Company, vesting of the Shares shall immediately cease and any unvested Shares will automatically be canceled. 

  

	 	5.2	Death of the Participant. If, at any time before the Shares granted hereunder shall have vested as provided in Section 5.1, the Participant shall die while
an employee or director of the Company or an Affiliate, the Shares immediately shall vest. 

  

	 	5.3	 Agreement with respect to Tax Payments and Withholding. The Participant acknowledges and agrees that any income or other taxes due from the
Participant with respect to the Shares issued pursuant to this Restricted Stock Award, including on account of the vesting of the Shares, shall be the Participant’s 










	 	
responsibility. By accepting this Restricted Stock Award, the Participant agrees and acknowledges that (i) the Company promptly will withhold from the Participant’s pay the amount of
taxes the Company is required to withhold upon any vesting of Shares pursuant to this Restricted Stock Award, and (ii) the Participant shall make immediate payment to the Company in the amount of any tax required to be withheld by the Company
in excess of the Participant’s pay available for such withholding. The Participant may elect to have such withholding satisfied by a reduction of the number of shares otherwise so deliverable (a “Stock Withholding Election”),
or by delivery of shares of Stock already owned by the Participant, with the amount of shares subject to such reduction or delivery to be calculated based on the Fair Market Value on the date of such taxable event. 


 

	6.	Restrictions on Transfer. The Shares may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or
by operation of law, at any time before they become vested Shares pursuant to Section 5. Any such purported transfer shall be null and void, and shall not be recognized by the Company or recorded on its books. 


 

	7.	Escrow. Any Shares that have not vested pursuant to Section 5, together with any securities distributed in respect thereof, such as through a stock split or
other recapitalization, shall be held by the Company in escrow until such Shares shall have vested. The Company promptly shall release vested Shares from escrow. 


 

	8.	Plan. The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect and the Prospectus with respect thereto. All of the terms and
provisions of the Plan are incorporated herein by reference, and this Restricted Stock Award is subject to those terms and provisions in all respects. 

  

					
	Participant	 		 	Columbia Laboratories, Inc.
			
	By:	 		 	By:
			
	Date:	 		 	Date:








 Schedule 1 
 The Shares shall vest [            ].