exv10w1



 





Exhibit 10.1




SANGAMO BIOSCIENCES, INC.




RESTRICTED STOCK UNIT ISSUANCE AGREEMENT




RECITALS




   
  A. The Board has adopted the Plan for the purpose of retaining the services of selected
Employees, non-employee members of the Board (or the board of directors of any Parent or
Subsidiary) and consultants and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).



     B. Participant is to render valuable services to the Corporation (or a Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Corporation’s issuance of shares of Common Stock to the Participant under the
Stock Issuance Program.



     C. All capitalized terms in this Agreement shall have the meaning assigned to them in the
attached Appendix A.


NOW, THEREFORE, it is hereby agreed as follows:




   
  1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant,
as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents
the right to receive one share of Common Stock on the specified issuance date following the vesting
of that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units,
the applicable vesting schedule for those shares, the date on which those vested shares shall
become issuable to Participant and the remaining terms and conditions governing the award (the
“Award”) shall be as set forth in this Agreement.



AWARD SUMMARY




	 	 	 
	Award Date:

	 	      
            
           
           , 200 
    
	 
	 	 
	Number of Shares

	 	        
             shares of Common Stock (the “Shares”)
	Subject to Award:
	 	 
	 
	 	 
	Vesting Schedule:

	 	The Shares shall vest in a series of installments
over the Participant’s continued Service as follows:
	 

	 	(i) twenty-five percent (25%) of the Shares shall
vest upon the Participant’s completion of one (1)
year of Service measured from the Award Date and
(ii) the balance of the Shares shall vest in a
series of thirty-six (36) successive equal monthly
installments upon the Participant’s completion of
each additional month of Service over the thirty-six
(36)-month period measured from the first
anniversary of the Award Date. However, one or more
Shares may be subject to accelerated vesting in
accordance with the provisions of Paragraph 5 of
this Agreement.






 









 






	 	 	 
	Issuance Schedule:

	 	Each Share in which the Participant vests in
accordance with the foregoing Vesting Schedule shall
be issued on the last business day of the calendar
quarter in which that Share vests or as soon as
practicable thereafter, but in no event later than
the later of (i) the close of the calendar year in
which that Share vests or (ii) the fifteenth (15th)
day of the third (3rd) calendar month following such
vesting date (the “Issue Date”). The issuance of
the Shares shall be subject to the Corporation’s
collection of all applicable Withholding Taxes. The
procedures pursuant to which the applicable
Withholding Taxes are to be collected are set forth
in Paragraph 7 of this Agreement.






     2. Limited Transferability. Prior to the actual issuance of the Shares which vest
hereunder, the Participant may not transfer any interest in the Award or the underlying Shares;
provided, however, any Shares which vest hereunder but which otherwise remain unissued at the time
of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will
or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this
Award. The Participant may also direct the Corporation to issue stock certificates for any Shares
which in fact vest and become issuable hereunder to one or more designated Family Members or a
trust established for the Participant and/or his or her Family Members. The Participant may make a
beneficiary designation or certificate directive for this Award at any time by filing the
appropriate form with the Plan Administrator or its designee.



     3. Cessation of Service. Except as otherwise provided in Paragraph 5 below, should the
Participant cease Service for any reason prior to vesting in one or more Shares subject to this
Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the
number of Restricted Stock Units will be reduced accordingly. The Participant shall thereupon
cease to have any right or entitlement to receive any Shares under those cancelled units.



     4. Stockholder Rights. The holder of this Award shall not have any stockholder
rights, including voting or dividend rights, with respect to the Shares subject to the Award until
the Participant becomes the record holder of those Shares following their actual issuance upon the
Corporation’s collection of the applicable Withholding Taxes.



     5. Change in Control.



          (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be
assumed by the successor entity or otherwise continued in full force and effect. In the event of
such assumption or continuation of the Award, no accelerated vesting of the Restricted Stock Units
shall occur at the time of the Change in Control.




          (b) In the event the Award is assumed or otherwise continued in effect, the Restricted Stock
Units subject to the Award shall be adjusted immediately after the consummation of the Change in
Control so as to apply to the number and class of securities into which the Shares subject to those
units immediately prior to the Change in Control would have been converted in consummation of that
Change in Control had those Shares actually been issued and outstanding at that time.




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          (c) If the Restricted Stock Units subject to this Award at the time of the Change in Control
are not assumed or otherwise continued in effect in accordance with Paragraph 5(a), then those
units will vest immediately upon the closing of the Change in Control. The Shares subject to those
vested units will be issued immediately at that time or as soon as administratively practicable
thereafter, but in no event more than fifteen (15) business days after such closing, or will
otherwise be converted into the right to receive the same consideration per share of Common Stock
payable to the other shareholders of the Corporation in consummation of the Change in Control and
distributed at the same time as such stockholder payments, but the distribution to the Participant
shall in no event be made later than the later of (i) the close of the calendar year in which the
Change in Control is effected or (ii) the fifteenth (15th) day of the third (3rd) calendar month
following the effective date of such Change in Control.




          (d) This Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.




     6. Adjustment in Shares. Should any change be made to the outstanding Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration, then appropriate adjustments shall be made to the total number and/or
class of securities issuable pursuant to this Award in such manner as the Plan Administrator deems
appropriate in order to reflect such change and thereby prevent the dilution or enlargement of
benefits hereunder.



     7. Collection of Withholding Taxes.



          (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of the
Participant a certificate (which may be in electronic form) for the applicable number of underlying
shares of Common Stock, subject, however, to the Corporation’s collection of the applicable
Withholding Taxes.




          (b) Until such time as the Corporation provides the Participant with written or electronic
notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld
with respect to the issuance of the vested Shares hereunder through an automatic share withholding
procedure pursuant to which the Corporation will withhold, at the time of such issuance, a portion
of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of
those taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so
withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax
withholding obligations using the minimum statutory withholding rates for federal and state tax
purposes that are applicable to supplemental taxable income. The Participant shall be notified in
writing or electronically in the event such Share Withholding Method is no longer available.




          (c) Should any Shares be distributed at a time that the Share Withholding Method is not
available, then the Withholding Taxes required to be withheld with




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respect to those Shares shall be collected from the Participant through either of the
following alternatives:





     - the Participant’s delivery of his or her separate check payable to the
Corporation in the amount of such taxes, or




     - the use of the proceeds from a next-day sale of the Shares issued to the
Participant, provided and only if (i) such a sale is permissible under the Corporation’s
trading policies governing the sale of Common Stock, (ii) the Participant makes an
irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of
the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan
under Section 402 of the Sarbanes-Oxley Act of 2002.



          (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the
employee portion of the federal, state and local employment taxes required to be withheld by the
Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all
events be collected from the Participant no later than the last business day of the calendar year
in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more
vested Shares is to occur in a year subsequent to the calendar year in which those Shares vest, the
Participant shall, on or before the last business day of the calendar year in which the Shares
vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the
Employment Taxes required to be withheld with respect to those Shares.




          (e) Except as otherwise provided in Paragraph 5, the settlement of all Restricted Stock Units
which vest under the Award shall be made solely in shares of Common Stock. In no event, however,
shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to
be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole
share in order to avoid the issuance of a fractional share.




     8. Compliance with Laws and Regulations. The issuance of shares of Common Stock
pursuant to the Award shall be subject to compliance by the Corporation and the Participant with
all applicable requirements of law relating thereto and with all applicable regulations of any
stock exchange on which the Common Stock may be listed for trading at the time of such issuance.



     9. Notices. Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal
corporate offices. Except to the extent electronic notice is expressly authorized hereunder, any
notice required to be given or delivered to the Participant shall be in writing and addressed to
the Participant at the address indicated below the Participant’s signature line on this Agreement.
All notices shall be deemed effective upon personal delivery (or electronic delivery to the extent
authorized hereunder) or upon deposit in the U.S. mail, postage prepaid and properly addressed to
the party to be notified.



     10. Successors and Assigns. Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon,



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the Corporation and its successors and assigns and the Participant, the Participant’s assigns,
the legal representatives, heirs and legatees of the Participant’s estate and any beneficiaries of
the Award designated by the Participant.



     11. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Committee with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in the Award.



     12. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of California without resort to that State’s
conflict-of-laws rules.



     13. Employment at Will. Nothing in this Agreement or in the Plan shall confer upon
the Participant any right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining the Participant) or of the Participant, which rights are hereby expressly
reserved by each, to terminate the Participant’s Service at any time for any reason, with or
without cause.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 	 	 
	 	 	SANGAMO BIOSCIENCES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	, PARTICIPANT
	 

	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 





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APPENDIX A

DEFINITIONS




     The following definitions shall be in effect under the Agreement:



     A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.



     B. Award shall mean the award of Restricted Stock Units made to the Participant
pursuant to the terms of this Agreement.



     C. Award Date shall mean the date the Restricted Stock Units are awarded to
Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the
Agreement.



     D. Board shall mean the Corporation’s Board of Directors.



     E. Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:




     (i) a merger, consolidation or other reorganization approved by the
Corporation’s stockholders, unless securities representing more than fifty percent
(50%) of the total combined voting power of the voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or indirectly
and in substantially the same proportion, by the persons who beneficially owned the
Corporation’s outstanding voting securities immediately prior to such transaction,
or




     (ii) a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation’s assets, or




     (iii) the closing of any transaction or series of related transactions pursuant
to which any person or any group of persons comprising a “group” within the meaning
of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction or series of related transactions, directly or indirectly
controls, is controlled by or is under common control with, the Corporation) becomes
directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing (or convertible into or exercisable for
securities possessing) more than fifty percent (50%) of the total combined voting
power of the Corporation’s securities (as measured in terms of the power to vote
with respect to the election of Board members) outstanding immediately after the
consummation of such transaction or series of related transactions, whether such
transaction involves a direct issuance from the Corporation or the acquisition of
outstanding securities held by one or more of the Corporation’s existing
stockholders.



     F. Code shall mean the Internal Revenue Code of 1986, as amended.



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     G. Corporation shall mean Sangamo Biosciences, Inc., a Delaware corporation, and any
successor corporate successor to all or substantially all of the assets or voting stock of Sangamo
Biosciences, Inc. which shall by appropriate action adopt the Plan.



     H. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.



     I. Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:




     (i) If the Common Stock is at the time traded on the Nasdaq National Market,
then the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question, as such price is reported by the National Association
of Securities Dealers on the Nasdaq National Market and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.




     (ii) If the Common Stock is at the time listed on any Stock Exchange, then the
Fair Market Value shall be the closing selling price per share of Common Stock on
the date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted in
the composite tape of transactions on such exchange and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.



     J. Family Member shall mean any of the following members of the Participant’s family;
any child, stepchild, grandchild, grandparent, parent, stepparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law.



     K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     L. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one or more of the other
corporations in such chain.



     M. Participant shall mean the person to whom the Award is made pursuant to the
Agreement.



     N. Plan shall mean the Corporation’s 2004 Stock Incentive Plan.



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     O. Plan Administrator shall mean either the Board or a committee of the Board acting
in its capacity as administrator of the Plan.



     P. Service shall mean the Participant’s performance of services for the Corporation
(or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of
directors or a consultant or independent advisor. Service shall not be deemed to cease during a
period of military leave, sick leave or other personal leave approved by the Corporation; provided,
however, that except to the extent otherwise required by law or expressly authorized by the Plan
Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall
be given for vesting purposes for any period the Participant is on a leave of absence.



     Q. Stock Exchange shall mean either the American Stock Exchange or the New York Stock
Exchange.



     R. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.



     S. Withholding Taxes shall mean the federal, state and local income and employment
taxes required to be withheld by the Corporation in connection with the vesting and concurrent
issuance of the shares of Common Stock under the Award.




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