EXHIBIT 10.22
STOCK RESTRICTION
AGREEMENT
AGREEMENT made this 1st day of
November 2001, between Infinity Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and Franklin H. Moss (the
“Consultant”).
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 Consultant and the Consultant
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
150,000 shares (the “Shares”) of common stock, $.0001
par value per share (“Common Stock”) of the Company at
a price of $0.15 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 Consultant in accordance with the terms
of the Plan and the Stock Option Agreement issued to the Consultant
thereunder. Upon receipt of payment by the Company for the Shares,
the Company shall issue to the Consultant one or more certificates
in the name of the Consultant for that number of Shares purchased
by the Consultant. The Consultant 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 Consultant
ceases to provide services to the Company for any reason or no
reason, with or without cause, prior to August 14, 2005, the
Company shall have the right and option (the “Purchase
Option”) to purchase from the Consultant, 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 August 14, 2002. On August 14, 2002, one-fourth
(1/4 th ) of such Shares will no longer
be subject to the Purchase Option and at the end of each full month
thereafter, one forty-eighth (1/48 th ) 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) For purposes of this Agreement,
consulting service with the Company shall include consulting
service with a parent or subsidiary of the Company or with another
subsidiary of the parent of the Company.
3. Exercise of Purchase Option
and Closing .
(a) The Company may exercise the
Purchase Option by delivering or mailing to the Consultant (or his
estate), in accordance with Section 13, within 90 days after
the termination of the service of the Consultant for the Company, a
written notice of exercise of the Purchase Option. Such notice
shall specify the number of Shares to be purchased. If and to the
extent the Purchase Option is not so exercised by the giving of
such a notice within such 90-day period, the Purchase Option shall
automatically expire and terminate effective upon the expiration of
such 90-day period.
(b) Within 10 days after his receipt
of the Company’s notice of the exercise of the Purchase
Option pursuant to subsection (a) above, the Consultant (or
his estate or any escrow agent) shall tender to the Company at its
principal offices the certificate or certificates representing the
Shares which the Company has elected to purchase, duly endorsed in
blank by the Consultant or with duly endorsed stock powers attached
thereto, all in form suitable for the transfer of such Shares to
the Company. Upon its receipt of such certificate or certificates,
the Company shall pay the aggregate Option Price therefor in the
form of a check or by canceling indebtedness owed by the Consultant
to the Company, or any combination thereof.
(c) After the time at which any
Shares are required to be delivered to the Company for transfer to
the Company pursuant to subsection (b) above, the Company
shall not pay any dividend to the Consultant on account of such
Shares or permit the Consultant to exercise any of the privileges
or rights of a stockholder with respect to such Shares, but shall,
in so far as permitted by law, treat the Company as the owner of
such Shares.
(d) In the event that, due to the
sale (whether by foreclosure or otherwise), transfer, assignment or
other disposition of the Shares (other than pursuant to the
Company’s exercise of the Purchase Option) (each, a
“Sale Event”), the Company is unable to exercise the
Purchase Option with respect to any Shares for which the Purchase
Option has not terminated (the “Repurchase Shares”),
the Consultant agrees to pay the Company, as liquidated damages, a
sum, if any, by which the market value of the Repurchase Shares (as
determined by such Sale Event) exceeds the aggregate Option Price
paid for the Repurchase Shares (the “Damage
Amount”).
(e) The Company shall not purchase
any fraction of a Share upon exercise of the Purchase Option, and
any fraction of a Share resulting from a computation made pursuant
to Section 2 of this Agreement shall be rounded to the nearest
whole Share (with any one-half Share being rounded
upward).
4. Restrictions on Transfer .
The Cons
