exv10w20









Exhibit 10.20




HALOZYME THERAPEUTICS, INC.

RESTRICTED STOCK AGREEMENT





     Halozyme Therapeutics, Inc. has granted to the Participant named in the Notice of Grant of
Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is
attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant
Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be
subject to the terms and conditions of the Halozyme Therapeutics, Inc. 2008 Outside Directors’
Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated
herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and
represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the
Plan and a prospectus for the Plan in the form most recently registered with the Securities and
Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and
conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any questions arising under
the Grant Notice, this Agreement or the Plan.



     1. Definitions and Construction.



               1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice or the Plan.



               1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.



     2. Administration.



          All questions of interpretation concerning the Grant Notice and this Agreement shall be
determined by the Board. All determinations by the Board shall be final and binding upon all
persons having an interest in the Award. Any Officer shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the Officer has been delegated such
authority by the Board with respect to such matter, right, obligation, or election.




     3. The Award.



               3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the
Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares set forth in the Grant Notice. As a condition to the issuance of the
Shares, the Participant shall execute and deliver to the Company along with the Grant Notice (a) if
requested by the Company, Joint Escrow Instructions in a form provided by the Company and (b) if
requested by the Company, the Assignment Separate from Certificate duly endorsed (with date and
number of Shares blank) in the form attached to the Grant Notice.



 









 





               3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment as a condition to receiving the Shares, the consideration for which shall be past services
actually rendered and/or future services to be rendered to a Participating Company or for its
benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the
Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the Shares
issued pursuant to the Award.



               3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form during the term of the
Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its
sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant
with any broker with which the Participant has an account relationship of which the Company has
notice any or all Shares which are no longer subject to such Escrow. Except as provided by the
foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if
applicable, in the names of the heirs of the Participant.



               3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to
compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares
shall relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a condition to the issuance of the
Shares, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.



     4. Vesting of Shares.



               4.1 Normal Vesting. Except as provided in Section 4.2, the Shares shall vest and become
Vested Shares as provided in the Grant Notice.



               4.2 Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control,
the vesting of the Shares shall be accelerated in full and the Total Number of Shares shall be
deemed Vested Shares effective as of the date of the Change in Control, provided that the
Participant’s Service has not terminated prior to such date.



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               4.3 Federal Excise Tax Under Section 4999 of the Code.



                    (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this
Agreement and any other payment or benefit received or to be received by the Participant would
subject the Participant to any excise tax pursuant to Section 4999 of the
Code due to the characterization of such acceleration of vesting, payment or benefit as an
excess parachute payment under Section 280G of the Code, the Participant may elect, in his or her
sole discretion, to reduce the amount of any acceleration of vesting called for under this
Agreement in order to avoid such characterization.



                    (b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 4.3(a), upon the occurrence of any event that might reasonably be
anticipated to give rise to the acceleration of vesting under Section 4.2 (an “Event”), the Company
shall promptly request a determination in writing by independent public accountants selected by the
Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing,
the Accountants shall determine and report to the Company and the Participant within twenty (20)
days of the date of the Event the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such
determination, the Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in
order to make their required determination. The Company shall bear all fees and expenses the
Accountants may reasonably charge in connection with their services contemplated by this Section.



     5. Company Reacquisition Right.



               5.1 Grant of Company Reacquisition Right. Except to the extent otherwise provided in an
agreement between a Participating Company and the Participant which refers to this Award, in the
event that (a) the Participant’s Service terminates for any reason or no reason, with or without
cause, or (b) the Participant, the Participant’s legal representative, or other holder of the
Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant
to an Ownership Change Event), including, without limitation, any transfer to a nominee or agent of
the Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Company shall
automatically reacquire the Unvested Shares, and the Participant shall not be entitled to any
payment therefor (the “Company Reacquisition Right”).



               5.2 Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all
new, substituted or additional securities or other property to which the Participant is entitled by
reason of the Participant’s ownership of Unvested Shares shall be immediately subject to the
Company Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares” for
all purposes of the Company Reacquisition Right with the same force and effect as the Unvested
Shares immediately prior to the Ownership Change Event. For purposes of determining the number of
Vested Shares following an Ownership Change Event, credited Service shall include all Service with
any corporation which is a Participating Company at the time the Service is rendered, whether or
not such corporation is a Participating Company both before and after the Ownership Change Event.



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     6. Escrow.



               6.1 Establishment of Escrow. To ensure that Shares subject to the Company Reacquisition Right
will be available for reacquisition, the Participant agrees, if
requested by the Company, to deliver to and deposit with an escrow agent designated by the
Company: (i) the certificate evidencing the Shares and (ii) an Assignment Separate from Certificate
with respect to such certificate duly endorsed (with date and number of Shares blank) in the form
attached to the Grant Notice, to be held by the agent under the terms and conditions of the Joint
Escrow Instructions in the form attached to the Grant Notice (the “Escrow”). Upon the occurrence
of an Ownership Change Event or a change, as described in Section 8, in the character or amount of
any outstanding stock of the corporation the stock of which is subject to the provisions of this
Agreement, any and all new, substituted or additional securities or other property to which the
Participant is entitled by reason of his or her ownership of the Shares that remain, following such
Ownership Change Event or change described in Section 8, subject to the Company Reacquisition Right
and shall be immediately subject to the Escrow to the same extent as the Shares immediately before
such event. The Company shall bear the expenses of the escrow.



               6.2 Delivery of Shares to Participant. Whenever the Participant or the Participant’s legal
representative proposes to sell, exchange, transfer, pledge or otherwise dispose of (other than
pursuant to an Ownership Change Event) any Shares subject to the Escrow, the Participant shall so
notify the Company. As soon as practicable thereafter, the Company shall determine, in its sole
discretion, whether such proposed disposition would not cause the Company to automatically
reacquire such Shares pursuant to the Company Reacquisition Right. If the condition set forth in
the preceding sentence is satisfied, the Company shall, as soon as practicable, so notify the
Participant and give to the escrow agent a written notice directing the escrow agent to deliver
such Shares to the Participant. As soon as practicable after receipt of such notice, the escrow
agent shall deliver to the Participant the Shares specified in such notice, and the Escrow shall
terminate with respect to such Shares.



     7. Election Under Section 83(b) of the Code.



               7.1 Tax Consequences. The Participant understands that Section 83 of the Code taxes as
ordinary income the difference between the amount paid for the Shares, if anything, and the Fair
Market Value of the Shares as of the date on which the Shares are “substantially vested,” within
the meaning of Section 83 of the Code. In this context, “substantially vested” means that the
right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has
lapsed. The Participant understands that he or she may elect to have his or her taxable income
determined at the time he or she acquires the Shares rather than when and as the Company
Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal
Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The
Participant understands that failure to make a timely filing under Section 83(b) of the Code will
result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on
the difference between the purchase price, if anything, and the Fair Market Value of the Shares at
the time such restrictions lapse. The Participant further understands, however, that if Shares
with respect to which an election under Section 83(b) of the Code has been made are forfeited to
the Company pursuant to its Company



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Reacquisition Right, such forfeiture will be treated as a sale
on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the
Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If
the Participant has paid nothing for the forfeited Shares and has received no payment upon their
forfeiture, the Participant understands
that he or she will be unable to recognize any loss on the forfeiture of the Shares even
though the Participant incurred a tax liability by making an election under Section 83(b) of the
Code.



               7.2 Timing of Election. The Participant understands that he or she should consult with his or
her tax advisor regarding the advisability of filing with the Internal Revenue Service an election
under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date
of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under
Section 83(b) of the Code, if appropriate, may result in adverse tax consequences to the
Participant. The Participant acknowledges that he or she has been advised to consult with a tax
advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder.
ANY ELECTION UNDER SECTION 83(b) OF THE CODE THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER
THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT
BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE
PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.



               7.3 Notice of Election. The Participant will notify the Company in writing if the Participant
files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does
not receive from the Participant evidence of such filing, to claim a tax deduction for any amount
which would otherwise be taxable to the Participant in the absence of such an election.



     8. Adjustments for Changes in Capital Structure.



          Subject to any required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting
normal cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate
adjustments shall be made in the number and kind of Shares subject to the Award, in order to
prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” Any fractional Share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such
adjustments shall be determined by the Board, and its determination shall be final, binding and
conclusive.




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     9. Rights as a Stockholder, Director, or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares subject to
the Award until the date of the issuance of a certificate for such Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for
which the record date is prior to the date such certificate is issued, except as provided in
Section 8. Subject the provisions of this Agreement, the Participant shall exercise all rights and
privileges of a stockholder of the Company with respect to Shares deposited in the Escrow pursuant
to Section 6. Nothing in this Agreement shall (a) confer upon the Participant any right to
continue in the Service of a Participating Company in any capacity for any period of time or at a
particular retainer or other rate of compensation, (b) interfere with or limit in any way any right
of the Participating Company Group to terminate the Participant’s Service at any time, or (c)
limit, interfere with, or otherwise affect the provisions of the Company’s charter, bylaws or the
Delaware General Corporation Law relating to the removal of Directors.




     10. Legends.



          The Company may at any time place legends referencing the Company Reacquisition Right and any
applicable federal, state or foreign securities law restrictions on all certificates representing
the Shares. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing the Shares in the possession of the Participant in order to
carry out the provisions of this Section. Unless otherwise specified by the Company, legends
placed on such certificates may include, but shall not be limited to, the following:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR
IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”



     11. Transfers in Violation of Agreement.



          No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of the provisions of
this Agreement and, except pursuant to an Ownership Change Event, until the date on which such
Shares become Vested Shares, and any such attempted disposition shall be void. The Company shall
not be required (a) to transfer on its books any Shares which will have been transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such
Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom
such Shares will have been so transferred. In order to enforce its rights under this Section, the
Company shall be authorized to give a stop transfer instruction with respect to the Shares to the
Company’s transfer agent.




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     12. Miscellaneous Provisions.



               12.1 Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at
any time; provided, however, that no such termination or amendment may adversely affect the
Participant’s rights under this Agreement without the consent of the Participant unless such
termination or amendment is necessary to comply with applicable law or government regulation. No
amendment or addition to this Agreement shall be effective unless in writing.



               12.2 Nontransferability of the Award. The right to acquire Shares pursuant to the Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with
respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s guardian or legal representative.



               12.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.



               12.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.



               12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post
Office or foreign postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the
address shown below that party’s signature to the Grant Notice or at such other address as such
party may designate in writing from time to time to the other party.



                    (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, the parties may deliver electronically any notices called
for in connection with the Escrow and the Participant may deliver electronically the Grant Notice
to the Company or to such third party involved in administering the Plan as the Company may
designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other means of
electronic delivery specified by the Company.



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                    (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents, the Grant Notice and notices in connection with the Escrow, as described in Section
12.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of
any documents delivered electronically at no cost to the Participant by contacting the Company by
telephone or in writing. The Participant further acknowledges that the Participant will be
provided with a paper copy of any documents if the attempted electronic delivery of such documents
fails. Similarly, the Participant understands that the Participant must provide the Company or any
designated third-party administrator with a paper copy of any
documents if the attempted electronic delivery of such documents fails. The Participant may
revoke his or her consent to the electronic delivery of documents described in Section 12.5(a) or
may change the electronic mail address to which such documents are to be delivered (if Participant
has provided an electronic mail address) at any time by notifying the Company of such revoked
consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the
Participant understands that he or she is not required to consent to electronic delivery of
documents described in Section 12.5(a).



               12.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan together with any
service or other agreement between the Participant and a Participating Company referring to the
Award shall constitute the entire understanding and agreement of the Participant and the
Participating Company Group with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations, or warranties among
the Participant and the Participating Company Group with respect to such subject matter other than
those as set forth or provided for herein or therein. To the extent contemplated herein or
therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the
Award and shall remain in full force and effect.



               12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.



               12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.




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