Restricted Stock Agreement

Exhibit 10.6

CURAGEN CORPORATION

Restricted Stock Agreement

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) on December 31, 2008, provided that the Board of Directors of the Company certifies that the closing price of the Company’s common stock on the Nasdaq Global Market has equaled or exceeded $5.00 per share over a period of 20 consecutive trading days beginning at any time on or after the Grant Date (such price to be adjusted in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event); or

(ii) immediately prior to the consummation of a merger, consolidation, statutory share exchange, a sale or other disposition of all or substantially all of the assets of the Company or similar form of corporate transaction involving the Company (a “ Business Combination ”), provided that such Business Combination has the following characteristics (a “ Qualifying Change in Control ”):

1. Occurs on or prior to December 31, 2008 .

2. Provides for payment of gross proceeds to the Company’s stockholders of $5.00 or more per share (such price to be adjusted in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event). Proceeds to the Company’s stockholders shall be calculated for this purpose without regard to deductions for applicable taxes. In the event any consideration payable in connection with the Business Combination consists of securities of another entity, such securities shall be valued at their fair market value as determined by (or in a manner approved by) the Company’s Board of Directors (“ Fair Market Value ”).

3. Immediately following such Business Combination, voting securities of the Company that were outstanding immediately prior to such Business Combination (or, if applicable, shares into which such Company voting securities were converted pursuant to such Business Combination) represent less than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “ Surviving Corporation” ) or (y) if applicable, the ultimate parent corporation that directly or indirectly has the beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation.

(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 December 31, 2008 , 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 January 1, 2009 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, notwithstandin