Exhibit 99.1
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE AVANT IMMUNOTHERAPEUTICS, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
Name of
Grantee:
No. of Restricted
Stock Units Granted:
Grant Date:
Pursuant to the
AVANT Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan (the “Plan”)
as amended through the date hereof, AVANT Immunotherapeutics, Inc. (the “Company”)
hereby grants a deferred stock award consisting of the number of Restricted
Stock Units listed above (an “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to
one share of Common Stock, par value $.001 per share (the “Stock”) of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan.
1. Acceptance
of Award. The Grantee shall have no
rights with respect to this Award unless she shall have accepted this Award
within 90 days of receipt hereof by signing and delivering to the Company a
copy of this Award Agreement. Any
consideration due to the Company on the issuance of the Award has been deemed
to be satisfied by past services rendered by the Grantee to the Company.
2. Restrictions
on Transfer of Award. The Award
shall not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the Grantee, until (i) the Restricted Stock Units have vested as
provided in Section 3 of this Agreement, (ii) the Deferral Period has expired,
and (iii) a certificate has been issued pursuant to Section 6 of this
Agreement.
3. Vesting
of Restricted Stock Units. The
Restricted Stock Units shall vest in accordance with the schedule set forth
below, provided in each case that the Grantee is then, and since the Grant Date
has continuously been, employed by the Company or its Subsidiaries.
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Incremental (Aggregate)
Number of
Restricted Stock Units Vested
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Vesting Date
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25%
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25%
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25%
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25%
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The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph
3. Notwithstanding the foregoing, the
Grantee shall become vested in the Restricted Stock Units prior to the Vesting
Date set forth above in the following circumstances:
(a) Immediately
prior to the consummation of a Change of Control, all Restricted Stock Units
that have not previously been forfeited shall immediately vest; provided that
the Grantee is then employed by the Company or its Subsidiaries.
(b) In
the event of the Grantee’s employment terminates on account of death or
disability, all Restricted Stock Units that have not previously been forfeited
shall immediately vest.
(c) In
the event the Grantee’s employment is terminated by the Company without Cause,
all Restricted Stock Units that have not previously been forfeited shall
immediately vest. For purposes hereof, “Cause”
shall have the same meaning as set forth in the Amended and Restated Employment
Agreement between the Company and the Grantee dated August 20, 1998, as amended
from time to time.
4. Forfeiture. In the event the Company terminates the
Grantee’s employment for Cause or the Grantee terminates her employment on her
own initiative (it being understood that in this context, a termination of
employment on the Grantee’s own initiative does not include a termination due
to her death or disability), all Restricted Stock Units that have not previously
been forfeited on such date shall be immediately forfeited to the Company.
5. Dividend
Equivalents.
(a) If
on any date the Company shall pay any dividend on shares of Stock of the
Company, the number of Restricted Stock Units credited 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 Restricted Stock Units to be credited to the Grantee on such
dividend payment date;
X = the aggregate
number of Restricted Stock Units (whether vested or unvested) credited to the
Grantee as of the record date of the dividend;
Y = the cash
dividend per share amount; and
Z = the Fair
Market Value per share of Stock (as determined under the Plan) 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, the number of Restricted Stock Units credited to the Grantee
shall be increased by a number equal to the product of (i) the aggregate number
of Restricted Stock Units that have been awarded to the Grantee through the
related dividend record date, and (ii) the number of shares of Stock (including
any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property
other than shares of Stock or cash, the per share of Stock value of such
dividend shall be determined in good faith by the Board of Directors of the
Company and shall be converted to additional Restricted Stock Units based on
the formula in (a) above. Any additional
Restricted Stock Units shall be subject to the vesting and restrictions of this
Agreement in the same manner and for so long as the Restricted Stock Units
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 Restricted Stock Units are so forfeited.
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