FORM OF RESTRICTED STOCK AGREEMENT FOR RESTRICTED STOCK AWARDS

Exhibit 10.5

CURAGEN CORPORATION

Restricted Stock Agreement

Name of Recipient:

Number of shares of restricted common stock awarded:

Grant Date:

CuraGen Corporation (the “ Company ”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2007 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.

CURAGEN CORPORATION

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 . 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. The Restricted Shares will be held in book entry by the Company’s transfer agent in the name of the Recipient. The Recipient agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth in Section 2(b) of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.

2. Vesting .

(a) The Restricted Shares shall vest and become free from the forfeiture provisions in Section 2(b) hereof and become free from the transfer restrictions in Section 4 hereof as follows, provided in each case that the Recipient is employed with the Company as of the applicable vesting date:

(i) XXXX

(b) In the event that (i) the Recipient ceases to be employed by the Company prior to the date that the Restricted Shares vest under Section 2(a)(i) or Section 2(a)(ii) hereof, for any reason or no reason, with or without cause, or (ii) the Restricted Shares otherwise do not vest in accordance with the conditions set forth in Section 2(a)(i) or Section 2(a)(ii) hereof on or before XXX, then all of the Restricted Shares shall be forfeited immediately and automatically to the Company for no consideration effective as of either the date of termination of employment or XXX, whichever is earlier, and the Recipient shall have no further rights with respect to such Restricted Shares. The Recipient hereby authorizes the Company to take any actions necessary or appropriate to cancel any stock 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. For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

3. Acknowledgment regarding Employment Agreement . The Recipient and the Company hereby acknowledge and agree that the Restricted Shares will vest in accordance with the conditions set forth in Section 2(a)(ii) above only upon a Qualifying Change in Control, notwithstanding anything to the contrary in that certain Amended and Restated Employment Agreement dated September 1, 2006 between the Recipient and the Company, as amended.

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 of the Company’s Board of Directors (collectively, “ Approved Relatives ”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restr