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 ________, 20___(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 in 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 . Except as otherwise provided for herein, 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; provided, however, that if
the employment of the Grantee is terminated by the Company for Good
Cause (as defined below) or by the Grantee for Good Reason (as
defined below), then during the 12-month period after the date of
termination for Good Reason or Without Cause, all Grant Shares
which are not Vested Shares shall continue to vest in accordance
with the terms hereof during said 12-month period, and at the
conclusion of said 12-month period, all Grant Shares which are not
Vested S
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