EntreMed, Inc. Restricted Stock Award Agreement with James S. Burns (March 2005)
EntreMed, Inc. and its President and CEO, James S. Burns, enter into an agreement granting Mr. Burns up to 150,000 shares of restricted stock under the company's 2001 Long-Term Incentive Plan. The awards are contingent on EntreMed's stock price reaching specified targets for five consecutive trading days during Mr. Burns' employment. The shares vest over one to three years depending on the price level achieved. Mr. Burns must also sign a separate Restricted Stock Agreement to receive the shares. The Compensation Committee may adjust terms in case of extraordinary corporate events.
Exhibit 10.1
[EntreMed Letterhead]
March [__], 2005
James S. Burns
President and Chief Executive Officer
EntreMed, Inc.
9640 Medical Center Drive
Rockville, MD 20850
Re: Restricted Stock
Dear Jim:
As you know, the Compensation Committee of the Board of Directors of EntreMed, Inc. (the “Corporation”) has agreed to award to you restricted stock under the EntreMed, Inc. 2001 Long-Term Incentive Plan (the “Plan”) in the event that certain goals relating to the performance of the Corporation’s common stock are satisfied. This letter agreement (this “Agreement”) describes the circumstances under which such awards will be made.
In the event that the closing price of the Corporation’s common stock reported on the NASDAQ National Market equals or exceeds the prices set forth in the table below for five consecutive trading days during the term of your employment with the Corporation, you will be awarded a corresponding number of shares of restricted stock under the Plan as follows:
| Price | Shares of Restricted Stock | Vesting after Date of Award | ||||||
| $3.15 | 30,000 | Shares vest on the third anniversary of the date of award. | ||||||
| $4.50 | 35,000 | Shares vest on the third anniversary of the date of award. | ||||||
| $6.00 | 40,000 | Shares vest on the second anniversary of the date of award. | ||||||
| $7.50 | 45,000 | Shares vest on the first anniversary of the date of award. | ||||||
Total Potential Shares: | 150,000 | |||||||
The Compensation Committee reserves the right to equitably adjust the prices set forth above in the event of an extraordinary transaction involving the Corporation, such as a merger.
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As an additional condition to the award of any restricted stock under the Plan pursuant to this Agreement, you will be required to enter into a Restricted Stock Agreement that will be substantially in the form attached hereto as Exhibit A.
Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this Agreement.
Sincerely,
Mark C.M Randall
Chairman, Compensation Committee
I have agreed to the terms and conditions set forth in this Agreement.
Date: , 2005 | ||
| James S. Burns |
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