exv4w1






Exhibit 4.1









Restricted Stock Unit Award Agreement



This Restricted Stock Unit Award Agreement (this “Award Agreement”) represents the agreement by Tekelec (“Tekelec” or the “Company”) to grant to you (the
“Employee”) a Restricted Stock Unit Award on the terms and conditions set out below in connection with Tekelec’s proposed acquisition of your employer,
                                         (the “Employer”). This Restricted Stock Unit Award is being made as an inducement to you to continue your employment with the Employer and
to thereby become a member of the Tekelec group of companies upon Tekelec’s acquisition of your Employer.




	 	 	 

	Name:
	 	 
	 
	 	 
	Employee ID #:
	 	 
	 
	 	 
	Effective Date of Grant:

	 	The grant of Restricted Stock Units under this Award Agreement shall become automatically effective on the date on which Tekelec
completes the acquisition of your Employer, provided you are an employee of the Company (or any of its affiliates, including your Employer) on the date of the
acquisition. The date of grant is referred to in this Award Agreement as the “Grant Date.”
	 
	 	 
	Number of Restricted
Stock Units:
	 	 
	 
	 	 
	Nature of
Restricted Stock Units:

	 	Each Restricted Stock Unit represents the right to receive one share (“Share”) of Tekelec Common Stock, without par value (“Common
Stock”), to be issued and delivered at the end of the applicable vesting period, subject to the risk of cancellation as described in the Terms and Conditions
attached hereto.
	 
	 	 
	Vesting Schedule:

	 	The Restricted Stock Units will vest in four equal annual installments vesting on the anniversary of the Grant Date in each of 2011, 2012,
2013 and 2014, provided that with respect to each such vesting of an installment you remain an employee of the Company (or any of its affiliates, including the
Employer) from the Grant Date through the vesting date. Upon vesting, the Shares represented by vested RSUs will be automatically issued and delivered on (or
as soon as practicable after) each vesting date.
	 
	 	 
	Forfeiture:

	 	If you cease to serve as an employee of the Company (or any of its affiliates, including the Employer) for any reason, whether or not your
employment is terminated with or without cause, by resignation or as a result of death or disability, any Restricted Stock Units which are not vested as of the
date of such termination shall not vest and shall automatically be cancelled and forfeited for no value and without any issuance of Shares.
	 
	 	 
	Taxes:

	 	Payment of the applicable taxes in connection with the vesting of Restricted Stock Units must be made by check or in such other manner as is permitted
or required by the Company at the time of vesting (see Section 6(c) of the Restricted Stock Unit Terms and Conditions attached hereto).





By signing below, you accept the grant of this Restricted Stock Unit Award and agree that this award is subject in all respects to this Restricted Stock Unit
Award Agreement and the Restricted Stock Unit Terms and Conditions attached hereto. You further acknowledge and agree that (i) you have carefully reviewed
this Restricted Stock Unit Award Agreement (including the Restricted Stock Unit Terms and Conditions attached hereto) and (ii) this Restricted Stock Unit Award
Agreement sets forth the entire understanding between you and the Company regarding this Restricted Stock Unit Award and supersedes all prior or
contemporaneous oral and written agreements with respect thereto.




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[Tekelec and you expressly request that this Agreement be drafted in English. Tekelec et vous-même avez expressément requis que cette entente soit rédigée en
anglais]




	 	 	 	 	 	 	 	 	 	 	 	 	 

	TEKELEC	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	, 2010
	 

	 	 	 	 	 	 	 	Date	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	, 2010
	 	 	 	 	 	 
	Employee	 	 	 	 	 	Date	 	 	 	 






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Restricted Stock Unit Award Agreement

Restricted Stock Unit Terms and Conditions



The following Restricted Stock Unit Terms and Conditions apply to the Restricted Stock Unit
Award granted by Tekelec, a California corporation (“Tekelec” or the “Company”), to the Employee
whose name appears on the Restricted Stock Unit Award Agreement cover page to which these
Restricted Stock Unit Terms and Conditions are attached.





	1.	 	Grant.






	 	(a)	 	A Restricted Stock Unit is a bookkeeping entry that represents the right to
receive one Share to be issued and delivered at the end of the applicable vesting
period, subject to a risk of cancellation and to the other terms and conditions set
forth in the Restricted Stock Unit Award Agreement, including these Restricted Stock
Unit Terms and Conditions (together, this “Award Agreement”), and subject to any
additional restrictions and other terms and conditions established by the Company.
	 
	 	(b)	 	The Company shall establish and maintain accounts for the Employee in which the
Company shall record Restricted Stock Units and the transactions and events affecting
such units. Restricted Stock Units and other items reflected in the account will
represent only bookkeeping entries by the Company to evidence the Company’s unfunded
obligations.






	2.	 	Vesting of Restricted Stock Units Awards.






	 	(a)	 	Upon each vesting date for the Restricted Stock Unit Award (each, a “Vesting
Date”), one Share of Common Stock shall be issuable for each Restricted Stock Unit that
vests on such date, subject to the terms and provision of this Award Agreement.
Following vesting, the Company will issue and transfer such Shares to the Employee as
soon as administratively feasible following satisfaction of any required withholding
tax obligations as provided in Section 6 below. Notwithstanding anything to the
contrary set forth herein, delivery of Shares pursuant to a Restricted Stock Unit Award
shall be made no later than 2-1/2 months after the close of Tekelec’s first taxable
year in which such Shares are no longer subject to a substantial risk of forfeiture
(within the meaning of Section 409A of the Code).
	 
	 	(b)	 	To the extent the Restricted Stock Units vest and Shares are issued and
delivered to the Employee, such Shares will be free of the terms and conditions of this
Award Agreement.
	 
	 	(c)	 	No rights of a shareholder shall exist with respect to the Restricted Stock
Units as a result of the mere grant of the Restricted Stock Units. Such rights shall
exist only after the issuance of Shares following the applicable Vesting Date.






	3.	 	Delivery of Shares upon Vesting of Restricted Stock Units. Restricted Stock Units (if not
previously forfeited) will automatically be settled on or about the Vesting Dates set forth on
the cover pages of this Restricted Stock Unit Award Agreement, provided that the Employee
remains employed by the Company (or any of its affiliates) through the applicable Vesting
Date. The Company may make delivery of Shares upon vesting of Restricted Stock Units either
by (i) delivering one or more stock certificates representing such Shares to the Employee,
registered in the name of the Employee, or (ii) depositing such Shares into an account
maintained for the Employee and established in connection with any Company plan or arrangement
providing for investment in Common Stock of the Company, including without limitation any
on-line securities account maintained by the Employee with E*TRADE Securities LLC (any such
provider of on-line securities accounts being hereinafter referred to as “E*TRADE”) as an
employee of Tekelec (or any of its affiliates). All certificates for Shares and all Shares
shall be subject to such stop transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations and other requirements of the U.S. Securities and
Exchange Commission, any stock exchange or quotation system upon which the Shares are then
listed or quoted, and any applicable federal or state securities law, and the Company may
cause a legend or legends to be put on any such certificates (or other appropriate
restrictions and/or notations to be associated with any accounts in which such Shares are
held) to make appropriate reference to such restrictions. Notwithstanding anything to the
contrary set forth herein, delivery of Shares pursuant to a




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	 	 	Restricted Stock Unit shall be made no later than 2-1/2 months after the close of the
Company’s first taxable year in which such Shares are no longer subject to a substantial
risk of forfeiture (within the meaning of Section 409A of the Code).






	4.	 	Waiver of Forfeiture. The Company may, when it finds that a waiver would be in the best
interests of the Company and subject to such terms and conditions as it deems appropriate in
its sole discretion, waive in whole or in part any remaining vesting restrictions with respect
to this Restricted Stock Unit Award or any other conditions set forth in this Award Agreement.
	 
	5.	 	Rights of the Employee. Unless the Company otherwise provides, the Employee shall have no
rights as a shareholder of the Company with respect to the Restricted Stock Units. The
Company may, in its discretion, establish procedures pursuant to which its payment of any
Restricted Stock Unit may be deferred in a manner that would not trigger the adverse tax
consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
	 
	6.	 	Taxes.






	 	(a)	 	Responsibility of the Employee. The Employee is responsible for any taxes,
including for greater certainty any and all applicable withholdings at source including
for social security, federal or provincial pension plans, employment insurance,
unemployment insurance, health insurance, workers compensation, occupational health and
safety, required to be withheld under federal, state, provincial, foreign or local law
in connection with: (i) the vesting of the Restricted Stock Unit Award and the issuance
and delivery of Shares to the Employee, or (iii) any other event occurring pursuant to
this Award Agreement (collectively, “Taxes”).
	 
	 	(b)	 	Payment in Cash. The Employee may elect to pay to the Company an amount
sufficient to cover such Taxes by delivering to the Company a check or by such other
means as the Company may establish or permit.
	 
	 	(c)	 	Cashless Exercise. If permitted by the Company at the time of vesting and
subject to the Employee’s compliance with the Company’s securities trading policy (as
in effect from time to time), the Employee may elect to pay the Company his or her
obligations for the payment of such Taxes through a special sale and remittance
procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction
pursuant to which the Employee (or any other person(s) entitled to receive the Shares
upon vesting) shall concurrently provide irrevocable written instructions:






	 	(i)	 	to E*TRADE (through the Employee’s on-line account) to effect the
immediate sale of a sufficient number of the Shares acquired upon the vesting of
the Restricted Stock Units to enable E*TRADE to remit, out of the sales proceeds
available upon the settlement date, sufficient funds to Tekelec to cover all
applicable Taxes required to be withheld by Tekelec by reason of such vesting
and/or sale; and
	 
	 	(ii)	 	to Tekelec to deliver any certificate(s) or other evidence of
ownership for such sold Shares directly to E*TRADE in order to complete the sale
transaction.






	 	(d)	 	Payment by Withholding of Shares. If permitted or required by the Company at
the time of vesting, the Company may retain that number of whole Shares which would
otherwise be deliverable in connection with the Restricted Stock Unit Award upon
vesting and which have a Fair Market Value sufficient to satisfy the amount of the
Taxes required to be withheld. For purposes of this Award Agreement, the term “Fair
Market Value” shall mean, with respect to Shares, the fair market value per Share on
the date of determination as determined by the Board of Directors (“Board”) or its
designated committee (“Committee”) in its sole discretion, exercised in good faith;
provided, however, that where there is a public market for the Common
Stock, the fair market value per Share shall be the average of the closing bid and
asked prices of the Common Stock on the date of determination (or, if there are no such
prices for such date, on the first preceding day on which there were such reported
prices) as reported by The Wall Street Journal or as reported in such other
manner as the Compensation Committee of the Company’s Board of Directors (the
“Committee”) deems reliable and consistent with the requirements of Code Section 409A,
or, in the event the Common Stock is listed on a stock exchange, the fair market value
per Share shall be the closing sales price on such exchange on the date of
determination (or, if there are no sales on




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	 	 	 	such date, on the first preceding day on which there were reported sales), as
reported by The Wall Street Journal or as reported in such other manner as
the Committee deems reliable and consistent with the requirements of Code Section
409A.






	 	(e)	 	Company Rights. Any election by the Employee pursuant to this Section 6 above
shall be made in writing on such form or electronically in such manner (including
without limitation through the Employee’s on-line E*TRADE account) as shall be
prescribed by the Company for such purpose. The Company also reserves the right to
withhold Taxes, in accordance with any applicable law, from any compensation or other
amounts payable to the Employee and/or (ii) the Shares otherwise issuable to the
Employee.






	7.	 	Termination of Employment. If the Employee ceases to serve as an employee of the Company for
any reason and his or her Continuous Status as an Employee is terminated, whether or not your
employment is terminated with or without cause, by resignation or as a result of death or
disability, the Employee’s Restricted Stock Units which are not vested as of the date of such
termination shall not vest and shall automatically be cancelled and forfeited for no value and
without any issuance of Shares. For this purpose, the term “Continuous Status as an Employee”
shall mean the absence of any interruption or termination of employment by or service to the
Company. Continuous Status as an Employee shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the Committee or in the
case of transfers between locations of the Company. Notwithstanding the foregoing, the
determination of whether a termination of employment or service has occurred shall be made in
a manner consistent with Section 409A of the Code, to the extent necessary to avoid the
adverse tax consequences thereunder.
	 
	8.	 	Nontransferability of Restricted Stock Units. This Restricted Stock Unit Award may not be
sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either
voluntarily or involuntarily by operation of law, other than transfers between spouses
incident to a divorce. Subject to the foregoing, the terms of this Restricted Stock Unit
Award shall be binding upon the executors, administrators, heirs, successors and assigns of
the Employee. The Shares issued upon vesting of the Restricted Stock Unit Award will not be
subject to restrictions on transfer under this Section 8.
	 
	9.	 	No Dividend Equivalents. The Employee shall not be entitled to receive, currently or on a
deferred basis, any payments (“Dividend Equivalents”) equivalent to cash, stock or other
property paid by the Company as dividends on the Company’s Common Stock prior to the vesting
of the Restricted Stock Units.
	 
	10.	 	Adjustment upon Change in Corporate Structure.






	 	(a)	 	Subject to any required action by the shareholders of the Company, the number
and type of shares covered by any outstanding Restricted Stock Units granted hereunder
shall be proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split or combination or the payment
of a stock dividend (but only on the Company’s Common Stock) or reclassification of the
Common Stock or any other increase or decrease in the number of issued shares effected
without receipt of consideration by the Company (other than stock awards to employees,
consultants and/or directors); provided, however, that the conversion
of any convertible securities of the Company shall not be deemed to have been effected
without the receipt of consideration. Any such adjustment shall be determined in good
faith by the Company in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under this Award Agreement, and the
Company’s determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issue by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or Restricted
Stock Units subject to this Award Agreement.
	 
	 	(b)	 	In the event of the proposed dissolution or liquidation of the Company, or in
the event of a proposed sale of all or substantially all of the assets of the Company
(other than in the ordinary course of business), or the merger or consolidation of the
Company with or into another corporation, as a result of which the Company is not the
surviving and controlling corporation, the Board shall, to the extent such action would
not trigger the adverse tax consequences under Code Section 409A, (i) make provision
for the assumption of outstanding Restricted Stock Units by the successor corporation,
(ii) accelerate the vesting of Restricted Stock Units, or (iii) cause any Restricted
Stock Unit outstanding as of the effective date of any such event to be cancelled in
consideration of a




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	 	 	 	cash payment or grant of an alternative award (whether by the Company or any entity
that is a party to the transaction), or a combination thereof, to the holder of the
cancelled award, provided that such payment and/or grant are substantially equivalent
in value to the fair market value of the cancelled award as determined by the
Company.






	 	(c)	 	No fractional shares of Common Stock shall be issuable on account of any action
aforesaid, and the aggregate number of shares subject to the Restricted Stock Unit
Award, when changed as the result of such action, shall be reduced to the largest
number of whole shares resulting from such action.






	11.	 	No Enlargement of Rights.






	 	(a)	 	This Restricted Stock Unit Award shall not confer upon the Employee any right
to continue in the employment of the Company or limit in any respect the right of the
Company to discharge the Employee at any time, with or without cause and with or
without notice. Neither this Award Agreement nor any other action taken pursuant to the
Award Agreement shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain the Employee as an employee for any
period of time, or at any particular rate of compensation.
	 
	 	(b)	 	The Employee shall have with respect to the Restricted Stock Unit Award only
such rights and interests as are expressly provided herein, subject, however, to all
applicable provisions of the Company’s Articles of Incorporation, as the same may be
amended from time to time.






	12.	 	Miscellaneous.






	 	(a)	 	Successors and Assigns. This Restricted Stock Unit Award Agreement shall bind
and inure only to the benefit of the parties to this Restricted Stock Unit Award
Agreement (the “Parties”) and their respective permitted successors and assigns.
	 
	 	(b)	 	No Third-Party Beneficiaries. Nothing in this Restricted Stock Unit Award
Agreement is intended to confer any rights or remedies on any persons other than the
Parties and their respective permitted successors or assigns. Nothing in this
Restricted Stock Unit Award Agreement is intended to relieve or discharge the
obligation or liability of third persons to any Party. No provision of this Restricted
Stock Unit Award Agreement shall give any third person any right of subrogation or
action over or against any Party.
	 
	 	(c)	 	Amendments.






	 	(i)	 	The Company reserves the right to amend the terms and provisions
of this Restricted Stock Unit Award without the Employee’s consent to comply
with any federal or state securities law.
	 
	 	(ii)	 	Except as specifically provided in subsection (i) above, this
Restricted Stock Unit Award Agreement shall not be changed or modified, in whole
or in part, except by supplemental agreement signed by the Parties. Either
Party may waive compliance by the other Party with any of the covenants or
conditions of this Restricted Stock Unit Award Agreement, but no waiver shall be
binding unless executed in writing by the Party making the waiver. No waiver or
any provision of this Restricted Stock Unit Award Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. Any consent under this
Restricted Stock Unit Award Agreement shall be in writing and shall be effective
only to the extent specifically set forth in such writing.
	 
	 	(iii)	 	It is intended that the Restricted Stock Units shall not be
subject to any interest or additional tax under Section 409A of the Code. In
the event Code Section 409A is amended after the date hereof, or regulations or
other guidance are promulgated after the date hereof that would make a
Restricted Stock Unit subject to the provisions of Code Section 409A, then the
terms and conditions of this Award




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	 	 	 	Agreement shall be interpreted and applied, to the extent possible, in a
manner to avoid the imposition of the provisions of Code Section 409A.






	 	(d)	 	Unfunded Status of the Arrangement This Award Agreement is intended to
constitute an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to the Employee by the Company, nothing contained herein shall give the
Employee any rights that are greater than those of a general creditor of the Company.
In its sole discretion, the Company may authorize the creation of trusts or other
arrangements to meet the obligations created under the Award Agreement to deliver the
Shares or payments in lieu of or with respect to the Restricted Stock Units;
provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the arrangement.
	 
	 	(e)	 	Governing Law. To the extent that federal laws do not otherwise control, this
Restricted Stock Unit Agreement and all determinations made or actions taken pursuant
hereto shall be governed by the laws of the State of California, without regard to the
conflict of laws rules thereof.
	 
	 	(f)	 	Severability. If any provision of this Restricted Stock Unit Award Agreement
or the application of such provision to any person or circumstances is held invalid or
unenforceable, the remainder of this Restricted Stock Unit Award Agreement, or the
application of such provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby.
	 
	 	(g)	 	Other Plans. Nothing contained in this Award Agreement shall prohibit the
Company from establishing additional incentive compensation arrangements with the
Employee.
	 
	 	(h)	 	Notice. Any notice to be given to the Company pursuant to the provisions of
the Award Agreement shall be addressed to the Company in care of its Secretary (or such
other person as the Company may designate from time to time) at its principal office,
and any notice to be given to the Employee shall be delivered personally or addressed
to him or her at the address on file with the Company, or at such other address as the
Employee or his or her transferee (upon any permitted transfer) may hereafter designate
in writing to the Company. Any such notice shall be deemed duly given when enclosed in
a properly sealed envelope or wrapper addressed as aforesaid, registered or certified,
and deposited, postage and registry or certification fee prepaid, in a post office or
branch post office regularly maintained by the United States Postal Service. It shall
be the obligation of the Participant holding Shares issued pursuant to this Award
Agreement hereunder to provide the Secretary of the Company, by letter mailed as
provided hereinabove, with written notice of his or her direct mailing address.
	 
	 	(i)	 	[Language: Tekelec and you expressly request that this Agreement be
drafted in English. Tekelec et vous-même avez expressément requis que cette entente
soit rédigée en anglais.]





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