Exhibit 10.25


 


RESTRICTED DEFERRED STOCK UNIT AWARD AGREEMENT


 


UNDER THE ANIKA THERAPEUTICS, INC. 

2003 STOCK OPTION AND INCENTIVE PLAN


 


	
  Name of Grantee:

  	
   

  	
   

  
	
  Number of RSUs Granted:

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
					



 


1.                                       Award.  Pursuant to the Anika Therapeutics, Inc.
2003 Stock Option and Incentive Plan (the “Plan”) as amended through the date
hereof, Anika Therapeutics, Inc. (the “Company”) hereby grants to the
Grantee named above the number of restricted Deferred Stock Units (“RSUs”)
specified above.  This Award represents a
promise to pay out to the Grantee at a future date, subject to the restrictions
and conditions set forth herein and in the Plan, a number of shares of common
stock, par value $0.01 per share (the “Stock”) of the Company equal to the
number of vested RSUs.


 


2.                                       Restrictions
and Conditions.


 


(a)                                  The
RSUs are subject to restrictions as set forth herein and in the Plan.


 


(b)                                 The
RSUs granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to vesting.


 


3.                                       Vesting of
RSUs.  The restrictions and
conditions in Paragraph 2 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee
remains a Director of the Company on such date. 
If a series of Vesting Dates is specified, then the restrictions and
conditions in Paragraph 2 shall lapse only with respect to the number of
RSUs specified as vested on such date.


 




	
  Number of

  	
   

  	
   

  	
   

  
	
  RSUs Vested

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
           (33.33%)

  	
   

  	
   

  	
   

  
	
           (66.66%)

  	
   

  	
   

  	
   

  
	
           (100%)

  	
   

  	
   

  	
   

  






 


Subsequent to such vesting date or dates, the RSUs with respect to
which all restrictions and conditions have lapsed shall no longer be deemed
restricted and shall be considered vested. 
Notwithstanding the foregoing, all RSUs shall vest and all restrictions
with respect to such RSUs shall lapse upon the earliest of Grantee’s death,
disability, retirement or the termination of his service as a Director,
provided that, in each case, the Board has not determined that the Grantee is a
Director not in good standing as of such date. 
Except as set forth in the immediately preceding
sentence of this Paragraph 3 or Paragraph 6 of this Agreement, if the Grantee
ceases to 


 

















 


be a Director prior to vesting of the RSUs granted herein, all unvested
RSUs shall immediately and automatically be forfeited and returned to the
Company.


 


4.                                       Timing and Form of Payout. 
Except as provided in Paragraph 6 below, the vested RSUs will be paid
out in full in the form of shares of Stock immediately following (but in no
event later than 30 days following) the date such RSUs vest pursuant to
Paragraph 3 above.


 


5.                                       Restrictions on Rights as a Stockholder. 
Until such time as the vested RSUs are paid out in shares of Stock and the
Grantee becomes a record holder of those shares of Stock following their actual
issuance pursuant to Paragraph 4 of this Agreement, the Grantee shall have no rights as a
stockholder of the Company, provided, however, that the Grantee may be credited
with Dividend Equivalent Rights in accordance with Paragraph 7 below.


 


6.                                       Change
of Control.  Notwithstanding anything
to the contrary in this Agreement, in the event of a Change of Control of the
Company prior to the payout of shares of Stock pursuant to Paragraph 4, all
unvested RSUs held by the Grantee not yet paid out shall be immediately vested
and paid out to the Grantee in the form of shares of Stock immediately prior to
the occurrence of such Change of Control, provided that, the Board has not
determined that the Grantee is a Director not in good standing as of the
effective date of such Change of Control.


 


7.                                       Dividend
Equivalent Rights.


 


(a)                                  If on any date the Company shall
pay any cash dividend on shares of Stock of the Company, the number of RSUs
granted hereunder to the Grantee shall, as of such date, be increased by an
amount determined by the following formula:


 


W = (X
multiplied by Y) divided by Z, where:


 


W = the number of additional RSUs to be
granted to the Grantee on such dividend payment date;


 


X = the aggregate number of RSUs
granted to the Grantee that remain unvested as of the record date of the
dividend;


 


Y = the cash dividend per share amount;
and


 


Z = the Fair Market Value (as defined
under the Plan) per share of Stock on the dividend payment date.


 


(b)                                 In the case of a dividend paid
on Stock in the form of Stock, including without limitation a distribution of
Stock by reason of a stock dividend, stock split or otherwise, to the extent
not adjusted for pursuant to the Plan, the number of RSUs granted to the
Grantee shall be increased by a number equal to the product of (i) the
aggregate number of RSUs that have been granted to the Grantee and remain
unvested through the related dividend record date, and (ii) the number of
shares of Stock (including any fraction thereof) payable as a dividend on one
share of Stock.


 


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(c)                                  Any additional RSUs so granted
pursuant to this Paragraph 7 shall be subject to the vesting and restrictions
of this Agreement in the same manner and for so long as the RSUs granted
pursuant to this Agreement to which they relate remain subject to such vesting
and restrictions, and shall be promptly forfeited to the Company if and when
such RSUs are so forfeited.


 


8.                                       Beneficiary Designation.  The
Grantee may, from time to time, name any beneficiary or beneficiaries (who may
be named contingently or successively) to whom any benefit under this Agreement
is to be paid in case of his or her death before he or she receives any or all
of such benefit.  Each such designation
shall revoke all prior designations by the Grantee, shall be in a form
prescribed by the Company, and will be effective only when filed by the Grantee
in writing with the Company during the Grantee’s lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Grantee’s death shall be paid to the Grantee’s
estate.


 


9.                                       Continuation of Service as Director.  This
Agreement shall not confer upon the Grantee any right to continue service with
the Company, nor shall this Agreement interfere in any way with the Company’s
right to terminate the Grantee’s service at any time.


 


10.                                 Incorporation of
Plan.  Notwithstanding anything
herein to the contrary, this Agreement shall be subject to and governed by all
the terms and conditions of the Plan. 
Capitalized terms in this Agreement shall have the meaning specified in
the Plan, unless a different meaning is specified herein.


 


11.                                 Transferability.  This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.


 


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12.                                 Notices.  Notices hereunder shall be mailed or
delivered to the Company at its principal place of business and shall be mailed
or delivered to the Grantee at the address on file with the Company or, in
either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	
   

  	
  ANIKA THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title

  



 


 


The foregoing Agreement is hereby accepted and the
terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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