RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED
STOCK AGREEMENT (this “Agreement" ) is made and
entered into by and between Encysive Pharmaceuticals Inc., a
Delaware corporation (the “Company" ) and ___, an
individual ( “Grantee" ) on the ___day of ___, 2005,
(the “Grant Date" ), pursuant to the Encysive
Pharmaceuticals Inc. Amended and Restated 1999 Stock Incentive Plan
(the “Plan" ). The Plan is incorporated by reference
herein in its entirety. Capitalized terms not otherwise defined in
this agreement shall have the meaning given to such terms in the
Plan.
WHEREAS, Grantee
is an employee of the Company, and in connection therewith, the
Company desires to grant to Grantee ___shares of the
Company’s common stock, par value $.005 per share (the
“Common Stock" ), subject to the terms and conditions
of this Agreement, with a view to increasing Grantee’s
interest in the Company’s welfare and growth; and
WHEREAS, Grantee
desires to have the opportunity to be a holder of shares of the
Company’s Common Stock subject to the terms and conditions of
this Agreement.
NOW, THEREFORE, in
consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1. Grant
of Common Stock . Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein
(i) the Company grants to Grantee ___(___) shares of Common
Stock ( “Grant Shares" ), and (ii) Grantee shall
have and may exercise all rights and privileges of ownership of
such shares, including, without limitation, the voting rights of
such shares and the right to receive any dividends declared in
respect thereof. The Company may require Grantee to reimburse the
Company for, or the Company may withhold from any amounts which it
may owe Grantee, all amounts required by applicable federal, state
and local law in respect of the issuance or vesting of the Grant
Shares.
2. Transfer Restrictions .
(a)
Generally . Grantee shall not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise
dispose of (collectively, “Transfer" ) any Grant
Shares. [The transfer restrictions imposed by this
Section 2 shall lapse as to approximately fifty percent
(50%) of the Grant Shares on each anniversary of ___, 20___, until
all Grant Shares are fully vested two (2) years; provided,
however , that, subject to Section 3 , Grantee then
is, and continuously since the Grant Date has been, an employee of
the Company.] The Grant Shares as to which such restrictions so
lapse are referred to as “Vested
Shares.”
(b)
Dividends, etc. If the Company (i) declares a dividend
or makes a distribution on Common Stock in shares of Common Stock,
(ii) subdivides or reclassifies outstanding shares of Common
Stock into a greater number of shares of Common Stock or
(iii) combines or reclassifies outstanding shares of Common
Stock into a smaller number of shares of Common Stock, then the
number of shares of Grantee’s Common Stock subject to the
transfer restrictions of this Section 2 shall be
proportionately increased or reduced so as to prevent the
enlargement or dilution of Grantee’s rights and duties
hereunder. The determination of the Company’s Board of
Directors regarding such adjustments shall be final and
binding.
(c)
Extraordinary Transactions . If there is a Change in Control
of the Company (as defined in the Plan), the transfer restrictions
of this Section 2 shall automatically cease as of the
effective date of such Change in Control, and all the Grant Shares
shall thereafter be 100 percent (100%) vested.
(a)
Termination of Employment . If Grantee’s employment
with the Company is terminated by the Company or Grantee for any
reason, then Grantee shall immediately forfeit all Grant Shares
which are not Vested Shares unless the Committee, in its
discretion, determines that any or all of such Grant Shares shall
not be so forfeited.
(b)
Forfeited Shares . All shares of Common Stock forfeited
hereunder automatically shall revert to the Company and become
canceled. Any certificate(s) representing Grant Shares which
include forfeited shares shall only represent that nu
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