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EXHIBIT 10.01
 MARTEK BIOSCIENCES CORPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(EXECUTIVE OFFICER)
  
 
 
 
  Vesting Date
    
    Number of RSUs that vest, asa percent of the number of RSUs granted
 You agree to all of the terms and conditions described in this Agreement and in the Plan (a
copy of which will be provided on request) unless you deliver a notice in writing within 30 days of
receipt of this award agreement to the Vice President of Administration and Human Resources stating
that you do not accept the terms and conditions described in this Agreement and in the Plan. You
acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the
event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.
 This is not a stock certificate or a negotiable instrument.




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MARTEK BIOSCIENCES CORPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
 Restricted Stock Unit Transferability
    
    This grant is an award of stock
units in the number of units
set forth on the cover sheet,
subject to the vesting
conditions described below
(Restricted Stock Units).
Your Restricted Stock Units may
not be transferred, assigned,
pledged or hypothecated,
whether by operation of law or
otherwise, nor may the
Restricted Stock Units be made
subject to execution,
attachment or similar process.Definitions
    
    Capitalized terms not defined
in this Agreement are defined
in the Plan, and have the
meaning set forth in the Plan.
The following additional terms
have the meanings provided
below:Servicemeans service by you
as an employee, officer,
director or consultant to the
Company or an Affiliate. A
change in your position or
duties will not result in
interrupted or terminated
Service so long as you continue
to be an employee, officer,
director of the Company or an
Affiliate. If on termination
of your Service as an employee,
officer or director the Company
retains you as a consultant,
the Company may, in its sole
discretion, provide that your
Service continues for purposes
of vesting in the Restricted
Stock Units.Vesting
    
    Your Restricted Stock Unit
grant vests as to the number of
Stock Units indicated in the
vesting schedule on the cover
sheet, on the Vesting Dates
shown on the cover sheet,
provided you are in Service on
the Vesting Date. No
additional Stock Units will
vest after your Service has
terminated for any reason.Book Entry of Stock Pursuant to Vested
Units
    
    If you have not made an
election to defer delivery of
your vested shares, a book
entry for the vested shares of
Stock represented by the
Restricted Stock Units will be
made for you and the shares
will be credited to your
account with the plan
administrator by the Company
within three (3) days of the
applicable Vesting Date;
provided that, if such Vesting
Date occurs during a period in
which you are (i) subject to a
lock-up agreement restricting
your ability to sell Stock in
the open market or (ii) are
restricted from selling Stock
in the open market because a
trading window is not
available, transfer of such
vested shares will be delayed
until the date immediately
following the expiration of the
lock-up agreement or the
opening of a trading window but
in no event beyond 21/2 months
after the end of the calendar
year in which the shares would
have been otherwise transferred.Forfeiture of Unvested Units
    
    In the event that your Service
terminates for any reason,
other than death or Disability,
then unless otherwise provided
in an applicable employment
agreement between you and the
Company or an Affiliate or
other plan or agreement, you
will forfeit all of the
Restricted Stock Units that
have not yet vested.Death
    
    If your Service terminates
because of your death, then
your Restricted Stock Units
shall become 100% vested.Disability
    
    If your Service terminates
because of your Disability,
then your Restricted Stock
Units shall become 100% vested.




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Leaves of Absence
    
    For purposes of this grant of
Restricted Stock Units, your
Service does not terminate when
you go on a bona fideemployee
leave of absence that was
approved by the Company in
writing, if the terms of the
leave provide for continued
Service crediting, or when
continued Service crediting is
required by applicable law.
However, your Service will be
treated as terminating 30 days
after you went on employee
leave, unless your right to
return to active work is
guaranteed by law or by a
contract. Your Service
terminates in any event when
the approved leave ends unless
you immediately return to
active employee work.The Company determines, in its
sole discretion, which leaves
count for this purpose, and
when your Service terminates
for all purposes under the
Plan.Withholding Taxes
    
    You agree, as a condition of
this grant, that you will make
acceptable arrangements, which
must be consistent with and
permitted by the rules and
regulations established by the
Company and the plan
administrator, to pay any
withholding or other taxes that
may be due as a result of
vesting in Restricted Stock
Units or your acquisition of
Stock under this grant. In the
event that the Company
determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to this grant, the
Company will have the right to:(i) require that you arrange
such payments to the Company,
or (ii) cause an immediate
forfeiture of shares of Stock
subject to the Restricted Units
granted pursuant to this
Agreement in an amount equal to
the withholding or other taxes
due. In addition, in the
Companys sole discretion and
consistent with the Companys
rules and regulations, the
Company may permit you to pay
the withholding or other taxes
due as a result of the vesting
of your Restricted Stock Units
by delivery (on a form
acceptable to the Board) of an
irrevocable direction to a
licensed securities broker
selected by the Company to sell
shares of Stock and to deliver
all or part of the sales
proceeds to the Company in
payment of the withholding
taxes.Corporate Transaction
    
    Notwithstanding the vesting
schedule set forth above, upon
the consummation of a Corporate
Transaction, the Restricted
Stock Units will become 100%
vested (i) if the Restricted
Stock Units are not assumed, or
equivalent restricted
securities are not substituted
for the Restricted Stock Units,
by the Company or its
successor, or (ii) upon your
Involuntary Termination within
the 24-month period following
the consummation of the
Corporate Transaction.Involuntary Termination means
termination of your Service by
reason of (i) your involuntary
dismissal by the Company for
reasons other than Cause; or
(ii) your voluntary resignation
following (a) a change in your
position with the Company which
materially reduces your duties
and responsibilities or the
level of management to which
you report, (b) a material
reduction in your level of
compensation (including base
salary, fringe benefits and
target bonus) or (c) a
relocation of your place of
employment by more than twenty
five (25) miles, provided and
only if such change, reduction
or relation is brought about by
the Company without your
consent.Retention Rights
    
    This Agreement does not give
you the right to be retained or
employed by the Company (or any
Affiliates) in any capacity.
The Company (and any Affiliate)
reserve the right to terminate
your Service at any time and
for any reason.




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Shareholder Rights
    
    You do not have any of the
rights of a shareholder with
respect to the Restricted Stock
Units unless and until the
Stock relating to the
Restricted Stock Units has been
transferred to you. In the
event of a cash dividend on
outstanding Stock, you will,
not be entitled to receive, a
cash payment for each
Restricted Stock Unit.Adjustments
    
    In the event of a stock split,
a stock dividend or a similar
change in the Company stock,
the number of Restricted Stock
Units covered by this grant
will be adjusted (and rounded
down to the nearest whole
number) in accordance with the
terms of the Plan.Applicable Law
    
    This Agreement will be
interpreted and enforced under
the laws of the State of
Maryland, other than any
conflicts or choice of law rule
or principle that might
otherwise refer construction or
interpretation of this
Agreement to the substantive
law of another jurisdiction.Data Privacy
    
    In order to administer the
Plan, the Company may process
personal data about you. Such
data includes, but is not
limited to the information
provided in this Agreement and
any changes thereto, other
appropriate personal and
financial data about you such
as home address and business
addresses and other contact
information, payroll
information and any other
information that might be
deemed appropriate by the
Company to facilitate the
administration of the Plan.By accepting these Restricted
Stock Units, you give explicit
consent to the Company to
process any such personal data.
You also give explicit consent
to the Company to transfer any
such personal data outside the
country in which you are
employed, including, with
respect to non-U.S. resident
grantees, to the United States,
to transferees who shall
include the Company and other
persons who are designated by
the Company to administer the
Plan.Consent to Electronic Delivery
    
    The Company may choose to
deliver certain statutory
materials relating to the Plan
in electronic form. By
accepting this grant you agree
that the Company may deliver
the Plan prospectus and the
Companys annual report to you
in an electronic format. If at
any time you would prefer to
receive paper copies of these
documents, as you are entitled
to receive, the Company would
be pleased to provide copies.
Please contact Investor
Relations, tel. no.
410-740-0081, to request paper
copies of these documents.The Plan
    
    The text of the Plan is
incorporated in this Agreement
by reference. This Agreement,
the Plan, and an applicable
employment agreement with the
Company, if any, constitute the
entire understanding between
you and the Company regarding
this grant of Restricted Stock
Units. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded. The Plan will
control in the event any
provision of this Agreement
should appear to be
inconsistent with the terms of
the Plan.