Exhibit 10.1
SONUS PHARMACEUTICALS, INC.
RESTRICTED STOCK PURCHASE AGREEMENT
UNDER THE
2007 PERFORMANCE INCENTIVE PLAN
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
, 20
by and between
(hereinafter referred to as
"Purchaser"), and SONUS Pharmaceuticals, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), pursuant to the Company's 2007
Performance Incentive Plan, as amended (the "Plan"). Any capitalized term not
defined herein shall have the same meaning ascribed to it in the Plan.
R E C I T A L S:
A.
PURCHASER IS AN EMPLOYEE, DIRECTOR,
CONSULTANT OR OTHER SERVICE PROVIDER, AND IN CONNECTION THEREWITH HAS RENDERED
SERVICES FOR AND ON BEHALF OF THE COMPANY.
B.
THE COMPANY DESIRES TO ISSUE SHARES OF
COMMON STOCK TO PURCHASER FOR THE CONSIDERATION SET FORTH HEREIN TO PROVIDE AN
INCENTIVE FOR PURCHASER TO REMAIN A SERVICE PROVIDER OF THE COMPANY AND TO EXERT
ADDED EFFORT TOWARDS ITS GROWTH AND SUCCESS.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the parties agree as follows:
1.
ISSUANCE OF SHARES. THE COMPANY HEREBY
OFFERS TO ISSUE TO PURCHASER AN AGGREGATE OF
(
) SHARES OF COMMON STOCK OF THE COMPANY (THE "SHARES") ON THE TERMS
AND CONDITIONS HEREIN SET FORTH. UNLESS THIS OFFER IS EARLIER REVOKED IN WRITING
BY THE COMPANY, PURCHASER SHALL HAVE TEN (10) DAYS FROM THE DATE OF THE DELIVERY
OF THIS AGREEMENT TO PURCHASER TO ACCEPT THE OFFER OF THE COMPANY BY EXECUTING
AND DELIVERING TO THE COMPANY TWO COPIES OF THIS AGREEMENT, WITHOUT CONDITION OR
RESERVATION OF ANY KIND WHATSOEVER, TOGETHER WITH THE CONSIDERATION TO BE
DELIVERED BY PURCHASER PURSUANT TO SECTION 2 BELOW.
2.
CONSIDERATION. THE PURCHASE PRICE FOR
THE SHARES SHALL BE $
PER SHARE, OR $
IN THE
AGGREGATE. ANY PURCHASE PRICE MORE THAN ZERO SHALL BE PAID BY THE DELIVERY OF
PURCHASER'S CHECK PAYABLE TO THE COMPANY (OR PAYMENT IN SUCH OTHER FORM OF
LAWFUL CONSIDERATION AS THE ADMINISTRATOR MAY APPROVE FROM TIME TO TIME UNDER
THE PROVISIONS OF SECTION 6.3 OF THE PLAN).
3.
VESTING OF SHARES.
(A)
SUBJECT TO SECTION 3(B) BELOW, THE SHARES
ACQUIRED HEREUNDER SHALL VEST AND BECOME "VESTED SHARES" AS FOLLOWS:
Upon the date set forth below:
Shares that become Vested Shares:
Shares
Shares
Shares
SHARES WHICH HAVE NOT YET BECOME VESTED ARE HEREIN CALLED "UNVESTED SHARES."
NO
ADDITIONAL SHARES SHALL VEST AFTER THE DATE OF TERMINATION OF PURCHASER'S
CONTINUOUS SERVICE.
As used herein, the term "Continuous Service" means (i) employment by either the
Company or any parent or subsidiary corporation of the Company, or by any
successor entity following a Change in Control, which is uninterrupted except
for vacations, illness (except for permanent disability, as defined in Section
22(e)(3) of the Code), or leaves of absence which are approved in writing by the
Company or any of such other employer corporations, if applicable, (ii) service
as a member of the Board of Directors of the Company until Purchaser resigns, is
removed from office,