Exhibit 10.21
Attached hereto is a form of stock
restriction agreement by and among the Registrant and each of the
below-named persons. The stock restriction agreement by and among
the Registrant and each of the below-named persons is substantially
identical in all material respects to such form, except with
respect to the details that are set forth below.
The number of shares and the
exercise or purchase price of each of the awards listed in the
table below is presented after giving effect to the business
combination between Discovery Partners International, Inc.
(“Discovery Partners”) and Infinity Pharmaceuticals,
Inc. (“IPI”) in accordance with the terms of the
Agreement and Plan of Merger among Discovery Partners, Darwin Corp,
a wholly owned subsidiary of Discovery Partners (“Darwin
Corp.”), and IPI dated as of April 11, 2006, pursuant to
which IPI merged with and into Darwin Corp. and became a wholly
owned subsidiary of Discovery Partners and Discovery Partners
changed its name to Infinity Pharmaceuticals, Inc. In addition, the
number of shares and the exercise or purchase price of each of the
awards listed in the table below is presented after giving effect
to the Registrant’s 1-for-4 reverse stock split, which became
effective on September 12, 2006.
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Date of
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Name
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Number of Shares
Subject to Award
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Exercise/
Purchase Price
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Vesting
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8/14/01
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Arnold
Levine
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11,051
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$0.68
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(1)
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8/14/01
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Franklin
Moss
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11,051
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$0.68
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(1)
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8/14/01
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D. Ronald
Daniel
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11,051
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$0.68
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(1)
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(1) Each of these awards is currently fully
vested. In accordance with the terms of each such award, the
underlying shares were initially subject to a right of repurchase
which right of repurchase lapsed, or “vested” as to the
shares underlying the award in time-based installments.
STOCK RESTRICTION
AGREEMENT
AGREEMENT made this
day of
200 , between Infinity Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and
(the “Director”).
For valuable consideration, receipt
of which is acknowledged, the parties hereto agree as
follows:
1. Purchase of Shares . The
Company shall issue and sell to the Director and the Director shall
purchase from the Company, subject to the terms and conditions set
forth in this Agreement and in the Company’s 2001 Stock
Incentive Plan (the “Plan”), an aggregate of
shares (the “Shares”) of common stock, $.0001 par value
per share (“Common Stock”) of the Company at a price of
$ per share (the
“Option Price”), purchasable as set forth in and
subject to the terms and conditions of this Agreement and the
Plan.
The aggregate purchase price for the
Shares shall be paid by the Director in accordance with the terms
of the Plan and the Stock Option Agreement issued to the Director
thereunder. Upon receipt of payment by the Company for the Shares,
the Company shall issue to the Director one or more certificates in
the name of the Director for that number of Shares purchased by the
Director. The Director agrees that the Shares shall be subject to
the Purchase Option set forth in Section 2 of this Agreement
and the restrictions on transfer set forth in Section 4 of
this Agreement.
2. Purchase Option
.
(a) In the event that the Director
ceases to provide services to the Company for any reason or no
reason, with or without cause, prior to
,
the Company shall have the right and option (the “Purchase
Option”) to purchase from the Director, for a sum equal to
the Option Price per share, any shares then subject to the Purchase
Option. All of the Shares shall be subject to the Purchase Option
prior to
.
On
,
of such Shares will no longer be subject to the Purchase Option and
at the end of each full month thereafter,
of such Shares shall no longer be subject to the Purchase Option
until such time as all of such Shares are no longer subject to the
Purchase Option.
(b) Upon the occurrence of a Change
of Control Event (as hereinafter defined), the Purchase Option
shall immediately lapse as to all remaining Unvested Shares,
thereby rendering all Shares Vested Shares. For purposes of this
subsection (c), a “Change of Control Event” shall
mean:
(i) the acquisition by an
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership of any capital stock
of the Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 75% or more of either (x) the then-outstanding
shares of Common Stock (the “Outstanding Company Common
Stock”) or (y) the combined voting power of the
then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding
Company Voting Securities”); provided , however
, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event:
(A) any acquisition directly from the Company (excluding
an
acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for,
convertible into or exchangeable for common stock or voting
securities of the Company, unless the Person exercising, converting
or exchanging such security acquired such security directly from
the Company or an underwriter or agent of the Company),
(B) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (C) any acquisition by any
corporation pursuant to a Business Combination (as defined below)
which complies with clauses (x) and (y) of subsection
(ii) of this definition; or
(ii) the consummation of a merger,
consolidation, reorganization, recapitalization or share exchange
involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied:
(x) all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a
corporation which as a result of such transaction owns the Company
or substantially all of the Company’s assets either directly
or through one or more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their
ownership of the Outstanding Company Common Stock and O