Form of Restricted Share Unit Award Agreement



 Exhibit 10.52 
 VIROPHARMA INCORPORATED 
 AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN

 RESTRICTED SHARE UNIT SUMMARY OF GRANT 
 ViroPharma Incorporated, a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2005 Equity Incentive Plan, as amended (the “Plan”), hereby grants to the
individual listed below (the “Participant”), this Restricted Share Unit Award representing the number of Restricted Share Units set forth below (the “Restricted Share Units”). The Restricted Share Units are subject in all
respects to the terms and conditions set forth herein, in the Restricted Share Unit Award Agreement attached hereto as Exhibit A (the “Restricted Share Unit Award Agreement”) and the Plan, each of which is incorporated herein by
reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Restricted Share Unit Summary of Grant (the “Summary of Grant”) and the Restricted Share Unit Award Agreement shall have the meanings set forth
in the Plan. 
  

			
	Participant:	  	[__________________________]
		
	Date of Grant:	  	January [__], 2011
		
	Number of shares of Common Stock Subject to Award:	  	[______] shares of Common Stock.
		
	Vesting Schedule:	  	 Except as set forth below, 100% of the shares of Common Stock subject to the Restricted Share Unit Award Agreement shall vest on the
first anniversary of the Date of Grant; provided that the Participant remains in service as a member of the Board of Directors of the Company (“Service”) through the Payment Date (as defined below).

 
 Notwithstanding the forgoing, if a Change of Control (as defined the Plan) occurs and
the Participant is providing Service on the date of the Change of Control, the shares of Common Stock subject to the Restricted Share Unit Award Agreement shall become immediately and fully vested as of the date of the Change of
Control.

		
	Issuance Schedule:	  	The Participant will receive a distribution with respect to Restricted Share Units earned and vested pursuant to this Performance Share Unit Award Agreement, if any, within sixty
(60) days following the date on which the Restricted Share Units become earned and vested in accordance with Section 2 of the Restricted Share Unit Award Agreement (the “Payment Date”). Distribution will be made with respect to the
Restricted Share Units on the Payment Date in shares of Common Stock, with each Restricted Share Unit earned and vested equivalent to one share of Common Stock. In no event shall any fractional shares be issued. The Participant must be in Service on
the Payment Date in order to earn and vest in the Restricted Share Units, unless the Committee determines otherwise.


  








 Participant Acceptance: 

By signing the acknowledgement below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Share
Unit Award Agreement and this Summary of Grant and accepts the Restricted Share Units following the date of the Company’s notification to the Participant of the award of the Restricted Share Units (the “Notification Date”). The
Participant will accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under the Plan, this Summary of Grant or the Restricted Share Unit Award Agreement.

 The Participant acknowledges that the Plan and the Plan prospectus are available at https://onesource.ubs.com/vphm;
provided that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Legal Department of the Company at Peter.Wolf@viropharma.com or Peter Wolf at (610) 321-6204. 

 

	
	Agreed and accepted:
	
	  
	Participant



	
	
	  
	Date



  
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 EXHIBIT A 

ViroPharma Incorporated 
 RESTRICTED SHARE UNIT AWARD AGREEMENT 
 (Pursuant to the Amended and
Restated 2005 Equity Incentive Plan) 
 This Restricted Share Unit Award Agreement (this “Award”) granted in
Exton, Pennsylvania by ViroPharma Incorporated, a Delaware corporation (the “Company”), pursuant to a Summary of Grant delivered with this Award to the person to whom this Award is granted (the “Participant”). The Summary
of Grant, which specifies the Participant, the date as of which the grant is made (the “Date of Grant”), the vesting schedule and other specific details of the grant is incorporated herein by reference. 

1. GRANT OF AWARD. 
 (a) Upon the terms and conditions set forth in this Award and in the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Plan”), a copy of which has been made available to the
Participant electronically, the Company hereby grants to the Participant the number of restricted share units set forth in the Summary of Grant (the “Restricted Share Units”). Each Restricted Share Unit shall entitle the Participant to
receive, at such time as is determined in accordance with the provisions of this Award, one fully paid, non-assessable share of common stock, par value $0.002 per share, of the Company (the “Common Stock”). This Award is granted pursuant
to the Plan and is subject in its entirety to all applicable provisions of the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan. The Company and Participant agree to be bound by all of the
terms and conditions of the Plan, as amended from time to time in accordance with its terms. 
 (b) The Company shall establish
and maintain a Restricted Share Unit account as a bookkeeping account on its records (the “Unit Account”) for the Participant and shall record in such Unit Account the number of Restricted Share Units granted to the Participant. The
Participant shall not have any interest in any fund or specific assets of the Company by reason of this Award or the Unit Account established for the Participant for the Restricted Share Units. 

2. VESTING OF RESTRICTED SHARE UNITS. 
 (a) The Restricted Share Units will vest, if at all, in accordance with the vesting schedule provided in the Summary of Grant; provided that the Participant remains in service as a member of the Board of
Directors of the Company (“Service) through the Payment Date (as defined in the Summary of Grant). 
 (b) If, at any time
prior to the Payment Date, the Participant’s Service is terminated for any reason or no reason, all of the Restricted Share Units subject to this Award shall be immediately forfeited and the Participant will not have any rights with respect to
any portion of the Restricted Share Units. 

  
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 3. ISSUANCE OF COMMON STOCK. One share of Common Stock will be issued to the
Participant for each earned and vested Restricted Share Unit in accordance with the Issuance Schedule set forth in the Summary of Grant. Any Restricted Share Units not earned and vested will be forfeited. If any dividends are declared with respect
to the shares of Common Stock prior to the Payment Date, the Participant shall not be entitled to receive such dividends or any dividend equivalents with respect thereto. 
 4. TAX CONSEQUENCES. 
 (a) The Participant acknowledges that the
Company has not advised the Participant regarding the Participant’s income tax liability in connection with the grant or vesting of the Restricted Share Units and the delivery of shares of Common Stock in connection therewith. The Participant
has reviewed with the Participant’s own tax advisors the federal, state, and local and tax consequences of the grant and vesting of the Restricted Share Units and the delivery of shares of Common Stock in connection therewith as contemplated by
this Award. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the
Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award. 
 (b) The
Participant shall be required to pay to the Company any federal, state, local or other taxes that the Company is required to withhold with respect to the grant, vesting and distribution of shares of Common Stock with respect to the Restricted Share
Units. Until such time as the Company provides the Participant with written or electronic notice to the contrary, the applicable tax withholding requirements will be satisfied by the Company withholding a portion of the Common Stock otherwise
issuable with respect to the Restricted Share Units earned and vested by the Participant; provided, however, that the Fair Market Value of any shares Common Stock so withheld shall not exceed the amount necessary to satisfy required federal
(including FICA), state, local and foreign withholding obligations using the minimum statutory rate. Notwithstanding the foregoing, the granting of Restricted Share Units hereunder and the delivery of Common Stock pursuant to this Award, is
conditioned upon the Company’s reservation of the right to withhold in accordance with any applicable law, from any compensation or other amounts payable to the Participant, any taxes required to be withheld under federal, state or local law as
a result of grant, vesting or distribution of shares of Common Stock with respect to the Restricted Share Units pursuant to this Award. 
 (c) The Restricted Share Units are nontransferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and shares of Common Stock earned
and vested with respect to the Restricted Share Units shall be distributed during the lifetime of the Participant only for the benefit of the Participant. Any attempt to transfer, assign, pledge, or encumber the Restricted Share Units under this
Award by the Participant shall be null, void and without effect. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company. This Award may be assigned by the Company without the Participant’s
consent. 
 5. RIGHTS OF PARTICIPANT. Prior to the issuance, if any, of shares of Common Stock to the Participant
with respect to earned and vested Restricted Share Units pursuant to the Issuance Schedule set forth in the Summary of Grant, the Participant shall not have any rights of a stockholder of the Company on account of the Restricted Share Units.


  
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 6. UNFUNDED NATURE OF RESTRICTED SHARE UNITS. The Company will not segregate
any funds representing the potential liability arising under this Award. The Participant’s rights in respect of this Award are those of an unsecured general creditor of the Company. The liability for any payment under this Award will be a
liability of the Company and not a liability of any of its officers, directors or affiliates. 
 7. RESTRICTIONS ON
ISSUANCE OF COMMON STOCK. The obligation of the Company to deliver shares of Common Stock to the Participant with respect to earned and vested Restricted Share Units 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 of Common Stock 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 shares of Common Stock, the shares of Common Stock 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. 
 8. RECOUPMENT POLICY. The
Participant agrees that the Participant will be subject to any compensation, clawback and recoupment policies that may be applicable to the Participant as an employee or director of the Company, as in effect from time to time and as approved by the
Board of Directors or a duly authorized committee thereof, whether or not approved before or after the Date of Grant. 
 9.
BINDING AGREEMENT. This Award shall be binding upon and shall inure to the benefit of any successor or assign of the Company. 
 10. ENTIRE AGREEMENT. This Award contains the entire agreement of the parties with respect to the Restricted Share Units granted hereby and may not be changed orally but only by an
instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought. 
 11.
ACCEPTANCE OF AGREEMENT. By accepting this Award and signing the acknowledgement page, the Participant confirms that the grant is in accordance with the Participant’s understanding and agrees to the terms of this Award, the
Summary of Grant, and the terms of the Plan, all as of the Date of Grant. 
 12. ADMINISTRATION OF THE PLAN;
INTERPRETATION OF THE PLAN AND THIS AWARD. The Plan shall be administered by the Committee, in accordance with the terms of the Plan. Furthermore, the interpretation and construction of any provision of the Plan or of this Award by the
Committee shall be final, conclusive and binding. In the event there is any inconsistency or discrepancy between the provisions of this Award and the provisions of the Plan, the provisions of the Plan shall prevail. 

13. NO RIGHTS TO CONTINUED SERVICE. This Award shall not confer upon the Participant any right to be retained in Service
with the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s Service at any time. The right of the Company to terminate at will the Participant’s Service at any time for any reason is
specifically reserved. 

  
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 14. NOTICE. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the General Counsel at the Company’s corporate headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or to
such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in
a post office regularly maintained by the United States Postal Service. 
 15. APPLICABLE LAW. The validity,
construction, interpretation and effect of this Award shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof. 

16. APPLICATION OF SECTION 409A OF THE CODE. This Award is intended to comply with section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) and shall in all respects be administered in accordance with section 409A of the Code. The payments of Common Stock pursuant to the Restricted Share Units under this Award are intended to be subject to
a “substantial risk of forfeiture” under section 409A of the Code, and to be payable within the “short term deferral” exception under such statute following the lapse of the applicable forfeiture condition. In no event shall the
Participant, directly or indirectly, designate the calendar year of distribution. This Award may be amended without the consent of the Participant in any respect deemed by the Board of Directors or its delegate to be necessary in order to preserve
compliance with section 409A of the Code. 

  
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