Exhibit 10.4
IDERA PHARMACEUTICALS, INC.
Restricted Stock Agreement
| |
|
|
|
| |
|
Name of
Recipient:
|
|
|
|
|
|
|
|
Number of shares of
restricted common stock awarded:
|
|
|
|
|
|
|
|
Grant Date:
|
|
|
Idera Pharmaceuticals, Inc. (the
“Company”) has selected you to receive the restricted
stock award described above, which is subject to the provisions of
the Company’s 2005 Stock Incentive Plan (the
“Plan”) and the terms and conditions contained in this
Restricted Stock 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.
| |
|
|
|
|
| |
IDERA PHARMACEUTICALS, INC.
|
|
| |
By: |
|
|
| |
|
Name: |
|
|
| |
|
Title: |
|
|
| |
Accepted and Agreed:
[ insert name of recipient
]
IDERA PHARMACEUTICALS, 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
Schedule .
Unless otherwise provided in this
Agreement or the Plan, the Restricted Shares shall vest in
accordance with the following vesting schedule: ___% of the total
number of Restricted Shares shall vest on the first anniversary of
the Grant Date and ___% of the total number of Restricted Shares
shall vest at the end of each successive ___-month period following
the first anniversary of the Grant Date, through and including the
___anniversary of the Grant Date. Any fractional number of
Restricted Shares resulting from the application of the foregoing
percentages shall be rounded down to the nearest whole number of
Restricted Shares.
3.
Forfeiture of Unvested Restricted Shares Upon Employment
Termination .
In the event that the Recipient
ceases to be an Eligible Participant (as defined below) for any
reason or no reason, with or without cause, 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. For purposes hereof, an
“Eligible Participant” means an employee, director or
officer of, or a consultant or advisor to, the Company.
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 Compensation Committee
(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 transf
