Exhibit 10.1


 


The following
performance-based deferred stock awards under the Adolor Corporation 2003 Stock
Based Incentive Compensation Plan, as amended and restated, were made on January 6,
2009 to the following Grantees (as defined) and in the following amounts:


 


	
   

  	
   

  	
  Deferred

  	
   

  
	
  Grantee

  	
   

  	
  Stock Awards

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Michael R. Dougherty

  	
   

  	
  40,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Eliseo O. Salinas

  	
   

  	
  40,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  John M. Limongelli

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stephen W. Webster

  	
   

  	
  25,000

  	
   

  



 

















 


PERFORMANCE-BASED
DEFERRED STOCK AGREEMENT


 


January     ,
2009


 


[Name] (“Grantee”)


[Address]


[Address]


 


Dear                                 :


 


Adolor Corporation, a
Delaware corporation (the “Company”), and the Grantee hereby enter into this Deferred
Stock Agreement (the “Agreement”).  All
capitalized terms used but not defined herein shall have the meaning ascribed
to such terms in the Adolor Corporation 2003 Stock Based Incentive Compensation
Plan, as amended and restated (the “Plan”).


 


1.                                      Grant of Deferred Stock.


 


(a)                                  Subject to the terms and conditions set forth
herein and in the Plan, the Company hereby grants (“Grant”) to Grantee, as of January 6,
2009 (the “Date of Grant”), the right to receive from the Company                 
shares of the common stock, par value $.0001 per share, of the Company (the “Deferred
Stock”).  The Deferred Stock may not be transferred by Grantee or
subjected to any security interest until the restrictions have lapsed in
accordance with the terms of the Plan and the terms and conditions hereof.


 


(b)                                 This Grant shall become null and void unless
Grantee shall accept these terms and conditions by executing this Agreement
below and returning it to Finance within thirty (30) days of the date hereof. 
By accepting the Grant, Grantee agrees to be bound by the terms of the Plan and
this Agreement and further agrees that all of the decisions and determinations
of the Committee (as defined in the Plan) with respect to the Deferred Stock
shall be final and binding.  The Company will not issue certificates for
any portion of the Deferred Stock until all of the restrictions on that portion
of the Deferred Stock have lapsed.


 


2.                                      Restrictions.


 


(a)                                  Vesting Period.  The restrictions on the Deferred
Stock (described in Section 2(b) below) shall lapse, and the Deferred
Stock shall no longer be forfeitable (as described in Section 3 below), at
such time as quarterly net sales of ENTEREG® (alvimopan) Capsules as measured through
the quarterly period ending June 30, 2010 and as reported in the Company’s
Form 10-Q and/or Form 10-K (as the case may be) filed with the U.S.
Securities and Exchange Commission (the “Public Filings”) are equal to or in
excess of $12.5 million for two consecutive fiscal quarterly periods  (the “Vesting Date”).  The period during which any portion of the Deferred
Stock actually remains subject to the restrictions of Paragraph 2(b) below
is referred to herein and in the Plan as the “Restriction Period” for such
portion of the Deferred Stock.


 


(b)                                 Restrictions on Transfer; Shares Subject to
Forfeiture.  Grantee
may not sell, assign, transfer, pledge or otherwise dispose of any portion of
the Deferred Stock at any time during the Restriction Period for such Deferred
Stock.  Any attempt to sell, assign, transfer, pledge or otherwise dispose
of the Deferred Stock contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Deferred Stock, shall be
null, void and without effect.


 


(c)                                  Certificates.  Unless the Deferred Stock is
forfeited pursuant to Paragraph 3 below, at the end of the Restriction Period
applicable to that portion of the Deferred Stock, Grantee will be entitled to
receive an unrestricted certificate representing that portion of the Deferred
Stock.


 

















 


3.                                      Termination of Grant; Death
of Grantee.


 


(a)                                  Should Grantee’s employment or service with
the Company or one of its subsidiaries terminate for any reason other than by
reason of death during the Restriction Period, Grantee will forfeit all of the Deferred
Stock if the Restriction Period has not expired on or before the effective date
of such termination and this Grant shall be immediately cancelled, without any
action required by the Company, and with no compensation due to Grantee in
respect of the Grant..


 


(b)                                 If the conditions for vesting set forth in Section 2(a) above
shall have not been met on or prior to the date of the Company’s release of its
financial results in its Public Filings for the fiscal quarter ended June 30
2010, the Grantee will forfeit all of the Deferred Stock and this Grant shall
be immediately cancelled, without any action required by the Company, and with
no compensation due to Grantee in respect of the Grant.


 


(c)                                  Should Grantee die during the Restriction
Period, all restrictions imposed under Section 2(b) above with
respect to such Deferred Stock shall lapse and such shares shall become
transferable and nonforfeitable.


 


4.                                      Privilege of Stock Ownership.


 


Grantee shall not have, with
respect to any Deferred Stock, the right to vote the shares or the right to
receive any cash or other dividends declared thereon, until the Restriction
Period has expired.


 


5.                                      Certain Corporation
Transactions.


 


The
provisions of the Plan applicable to a Change of Control (as defined in the
Plan) shall apply to the Deferred Stock and, in the event of a Change of
Control, any remaining restrictions on the Deferred Stock (described in Section 2(b) above)
shall lapse, and the Deferred Stock shall no longer be forfeitable (as
described in Section 3 above).


 


6.                                      Withholding.


 


The
Grantee shall be required to pay to the Company, or make other arrangements
satisfactory to the Company to provide for the payment of, any federal, state,
local or other taxes that the Company is required to withhold with respect to
the grant or vesting of the Deferred Stock.  Grantee may make an election
to satisfy any income tax withholding obligation with respect to the Deferred
Stock by having shares withheld up to an amount that does not exceed Grantee’s
minimum applicable withholding tax rate for federal (including FICA), state and
local tax liabilities.  Such election must be in the form and manner
prescribed by the Committee.  If Grantee is a director or officer (within
the meaning of Rule 16a-1(f) promulgated under the Securities
Exchange Act of 1934, as amended), such election must be irrevocable and must
be made six months prior to the date on which all restrictions lapse with
respect to such Deferred Stock.


 


7.                                      Compliance with Laws and
Regulations.


 


(a)                                  The obligations of the Company to
deliver shares pursuant to the Deferred Stock shall be subject to the condition
that if at any time the Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares, the shares may not be issued in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.  The issuance of shares to Grantee pursuant
to this Grant is subject to applicable taxes and other laws or regulations of
the United States or any state having jurisdiction thereof.


 

















 


(b)                                 In connection with this Grant,
Grantee will execute and deliver to the Company such representations in writing
as may be requested by the Company so that it may comply with the applicable
requirements of federal and state securities laws.


 


(c)                                  Grantee agrees to be bound by the
Company’s policies regarding the transfer of shares of the Company’s common
stock and understands that there may be certain times during the year in which
Grantee will be prohibited from selling, transferring, pledging, donating,
assigning, mortgaging, hypothecating or encumbering shares after the applicable
restrictions have lapsed.


 


8.                                      No Employment Contract.


 


Nothing
herein or in the Plan confers upon Grantee any right to continue in the employ
or service of the Company (or any subsidiary) or interferes with or restricts
in any way the rights of the Company (or any subsidiary), which are hereby
expressly reserved, to discharge Grantee at any time for any reason or no
reason, with or without cause.  Except to the extent the terms of any employment
contract between the Company (or any subsidiary) and Grantee may expressly
provide otherwise, neither the Company nor any of its subsidiaries is under any
obligation to continue the employment of Grantee for any period of specified
duration.


 


9.                                      Notices.


 


Any
notice required to be given or delivered to the Company under the terms herein
will be in writing and addressed to the Company, Attention: Finance, at its
corporate office at 700 Pennsylvania Drive, Exton, Pennsylvania 19341. 
Any notice required to be given or delivered to Grantee will be in writing and
addressed to Grantee at the address provided above or such other address
provided in writing by Grantee to the Company.  All notices will be deemed
to have been given or delivered upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.


 


10.                               Assignment.


 


The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates.  This Grant may be assigned by the Company without Grantee’s
consent.


 


11.                               Applicable Law.


 


The
validity, construction, interpretation and effect of this instrument shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflicts of laws provisions hereof.


 


12.                               Construction.


 


(a)                                  These terms and conditions and the Grant
evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and provisions of the
Plan, which terms are incorporated herein.


 


(b)                                 This Grant is subject to interpretations,
regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan, including,
but not limited to, provisions pertaining to (i) rights and obligations
with respect to withholding taxes, (ii) the registration, qualification or
listing of the shares, (iii) changes in capitalization of the Company, and
(iv) other requirements of applicable law.  The Committee shall have
authority to interpret and construe the Grant pursuant to the terms of the
Plan, and all decisions of the Committee with respect to any question or issue
arising under the Plan or these terms and conditions will be conclusive and
binding on all persons having an interest in this Grant.


 

















 


13.                               Documents.


 


By
signing below, you agree to be bound by the applicable terms of the Plan and
acknowledge that the following documents have been made available to you via
the Adolor intranet (located within the “Finance” section):  the Plan, the Prospectus for the Adolor
Corporation 2003 Stock-Based Incentive Compensation Plan and Adolor Corporation
Annual Report on Form 10-K as most recently filed with the Securities and
Exchange Commission.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, Adolor Corporation
has caused this Agreement to be executed in duplicate on its behalf by its duly
authorized officer and the Grantee has also executed this Agreement in
duplicate.


 


	
   

  	
   

  	
  ADOLOR
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:        

  	
   

  	
   

  	
   

  



 


I hereby accept the Grant
described in this Agreement, and I agree to be bound by the terms of the Plan
and this Agreement.  I hereby further agree that all of the decisions and
determinations of the Committee shall be final and binding.


 


	
   

  	
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  Date: