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Exhibit 99.1
CRITICAL THERAPEUTICS, INC.
Restricted Stock Agreement
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Name of Recipient:
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Number of shares of restricted common stock
awarded:
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Grant Date:
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Critical
Therapeutics, Inc. (the "Company") has selected you to receive the
restricted stock award described above, which is subject to the
provisions of the Company’s 2004 Stock Incentive Plan, as
amended (the "Plan"), and the terms and conditions contained in
this Restricted Stock Agreement (the "Agreement"). Please confirm
your acceptance of this restricted stock award and of the terms and
conditions of this Agreement by signing a copy of this Agreement
where indicated below.
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CRITICAL THERAPEUTICS, INC.
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By:
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Name:
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Title:
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Accepted and Agreed:
[Name of Recipient]
1 of 5
CRITICAL THERAPEUTICS, INC.
Restricted Stock Agreement
The terms and conditions of the
award of shares of restricted common stock of the Company (the
"Restricted Shares") made to the Recipient, as set forth on the
cover page of this Agreement, are as follows:
1. Issuance of Restricted
Shares .
(a) The
Restricted Shares are issued to the Recipient, effective as of the
Grant Date (as set forth on the cover page of this Agreement), in
consideration of employment services rendered and to be rendered by
the Recipient to the Company.
(b) As
promptly as practicable following the Grant Date, the Company shall
issue one or more certificates in the name of the Recipient for the
Restricted Shares. Such certificate(s) shall initially be held on
behalf of the Recipient by the Secretary of the Company. Following
the vesting of any Restricted Shares pursuant to Section 2
below, the Secretary shall, if requested by the Recipient, deliver
to the Recipient a certificate representing the vested Restricted
Shares. The Recipient agrees that the Restricted Shares shall be
subject to the forfeiture provisions set forth in Section 3 of
this Agreement and the restrictions on transfer set forth in
Section 4 of this Agreement.
2. Vesting .
Unless otherwise provided in this Agreement or the Plan, the
Restricted Shares shall vest in accordance with the following
vesting schedule 1 :
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1
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Insert vesting schedule.
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2 of 5
3. Forfeiture of Unvested
Restricted Shares Upon Employment Termination .
In the event that the Recipient
ceases to be employed by the Company for any reason or no reason,
with or without cause (except as provided in Section 2 above), all
of the Restricted Shares that are unvested as of the time of such
employment termination shall be forfeited immediately and
automatically to the Company, without the payment of any
consideration to the Recipient, effective as of such termination of
employment. The Recipient hereby authorizes the Company to take any
actions necessary or appropriate to cancel any certificate(s)
representing forfeited Restricted Shares and transfer ownership of
such forfeited Restricted Shares to the Company; and if the Company
or its transfer agent requires an executed stock power or similar
confirmatory instrument in connection with such cancellation and
transfer, the Recipient shall promptly execute and deliver the same
to the Company. The Recipient shall have no further rights with
respect to any Restricted Shares that are so forfeited. If the
Recipient is employed by a subsidiary of the Company, any
references in this Agreement to employment with the Company shall
instead be deemed to refer to employment with such subsidiary.
4. Restrictions on
Transfer .
The Recipient shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively "transfer") any
Restricted Shares, or any interest therein, until such Restricted
Shares have vested, except that the Recipient may transfer such
Restricted Shares: (a) to or for the benefit of any spouse,
children, parents, uncles, aunts, siblings, grandchildren and any
other relatives approved by the Board (as defined below)
(collectively, "Approved Relatives") or to a trust established
solely for the benefit of the Recipient and/or Approved Relatives,
provided that such Restricted Shares shall remain subject to
this Agreement (including without limitation the forfeiture
provisions set forth in Section 3 and the restrictions on
transfer set forth in this Section 4) and such permitted
transferee shall, as a condition to such transfer, deliver to the
Company a written instrument confirming that such transferee shall
be bound by all of the terms and conditions of this Agreement; or
(b) as part of the sale of all or substantially all of the
shares of capital stock of the Company (including pursuant to a
merger or consolidation). The Company
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