SECOND AMENDED AND RESTATED
POZEN INC. 2000 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT
[ For Non-Employee Directors ]
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of
_________, 20__ (the “Date of Grant”), is delivered by POZEN Inc. (“POZEN” or the “Company”), to
_________________ (the “Grantee”).
The Second Amended and Restated POZEN Inc. 2000 Equity Compensation Plan (the “Plan”) provides
for the grant of stock-based awards with respect to shares of common stock, par value $0.001 per share, of
POZEN (the “Common Stock”), in accordance with the terms and conditions of the Plan. The Compensation
Committee of the Board of Directors of POZEN (the “Committee”) has decided to make a stock-based award
in the form of a grant of restricted stock units, subject to the terms and conditions set forth in this Agreement and
the Plan, as an inducement for the Grantee to promote the best interests of POZEN and its stockholders. The
Grantee may receive a copy of the Plan by contacting the Department of Finance and Administration at POZEN.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
Grant of Restricted Units . Subject to the terms and conditions set forth in this Agreement and the Plan,
POZEN hereby grants to the Grantee ____________________ restricted stock units (the “Restricted Units”)
under the Plan. The Grantee accepts the Restricted Units and agrees to be bound by the terms and conditions of
this Agreement and the Plan with respect to the Restricted Units.
Restricted Unit Account . Restricted Units represent hypothetical shares of Common Stock, and not
actual shares of stock. POZEN shall establish and maintain a Restricted Unit account, as a bookkeeping account
on its records, for the Grantee and shall record in such account the number of Restricted Units granted to the
Grantee. No shares of stock shall be issued to the