Exhibit 10.29
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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8/1/03
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Steven
Holtzman
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154,718
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$1.72
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(1)
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3/25/04
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Steven
Holtzman
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40,337
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$1.72
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(2)
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(1) Subject to a right of repurchase, which
right lapses, or “vests” in equal monthly installments
over four years, beginning as of January 31, 2003
(3) Subject to a right of
repurchase, which right lapses, or “vests” in equal
monthly installments over four years, beginning as of
January 31, 2004.
STOCK RESTRICTION
AGREEMENT
AGREEMENT made this ____ day of ____
200_, between Infinity Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and Steven H. Holtzman
(the “Participant”).
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 Participant and the Participant
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 Participant by delivery of a promissory
note (the “Note”) of the Participant in the form
attached hereto as Exhibit A (except that the aggregate par
value of the Shares shall be paid by the Participant by check
payable to the Company). Upon receipt of payment by the Company for
the Shares, the Company shall issue to the Participant one or more
certificates in the name of the Participant for that number of
Shares purchased by the Participant. The Participant 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 Sections 4 and 5 of this Agreement.
2. Purchase
Option.
(a) In the event that the
Participant ceases to be employed in any capacity by 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 Participant,
for a sum of $____ per share (the “Option Price”), some
or all of the Unvested Shares (as defined below).
“Unvested Shares” means
the total number of Shares multiplied by the Applicable Percentage
at the time the Purchase Option becomes exercisable by the Company.
The “Applicable Percentage” shall be 100% less 2.08333%
for each month of employment completed by the Participant with the
Company from and after ___________, and (ii) zero on or after
___________.
(b) In the event that the
Participant’s employment with the Company is terminated by
reason of death or disability, the Purchase Option shall lapse to
all of the Unvested Shares for which the Purchase Option would
otherwise become exercisable. For this purpose,
“disability” shall mean the inability of the
Participant, due to a medical reason, to carry out his duties as an
employee of the Company for a period of six consecutive
months.
(c) For purposes of this Agreement,
the Participant shall be deemed employed by the Company if he is an
employee, consultant, advisor or member of the Board of Directors
of the Company or of a parent or subsidiary of the
Company.
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3. Exercise of Purchase Option
and Closing .
(a) The Company may exercise the
Purchase Option by delivering or mailing to the Participant (or his
estate), in accordance with Section 10(e) within 90 days after
the termination of the employment of the Participant with 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 Participant (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 Participant 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
therefore in the form of a check or by canceling indebtedness owed
by the Participant 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 Participant on account of such
Shares or permit the Participant 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), including,
without limitation, a sale by the Company or any assignee of the
Shares pursuant to the terms of the Note (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
Participant 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 Option Price may be payable,
at the option of the Company, in cancellation of all or a portion
of any outstanding indebtedness of the Participant to the Company
or in cash (by check) or both.
(f) 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).
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4. Restrictions on Transfer
.
(a) The Participant shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively “transfer”)
any Shares, or any interest therein, that are subject to the
Purchase Option, except that the Participant may (i) transfer
such Shares to or for the benefit of any spouse, domestic partner
sharing the same household as the Participant, sibling, child or
grandchild, or to a trust for the benefit of the Participant or any
of such family member’s benefit (an “Approved
Relative”), provided that such Shares shall remain
subject to this Agreement (including without limitation the
restrictions on transfer set forth in this Section 4, the
Purchase Option, and the right of first refusal set forth in
Section 5) and such permitted transferee shall, as a condition
to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms
and conditions of this Agreement, (ii) transfer such Shares as
part of the sale of all or substantially all of the shares of
capital stock of the Company (including pursuant to a merger or
consolidation), provided that, in accordance with the Plan,
the securities or other property received by the Participant in
connection with such transaction shall remain subject to this
Agreement, or (iii) pledge to the Company pursuant to the Note
such Shares to secure payment of part or all of the purchase price
of such Shares.
(b) The Participant shall not
transfer any Shares, or any interest therein, that are no longer
subject to the Purchase Option, except in accordance with
Section 5 below.
5. Right of First Refusal
.
(a) If the Participant proposes to
transfer any Shares that are no longer subject to the Purchase
Option, then the Participant shall first give written notice of the
proposed transfer (the “Transfer Notice”) to the
Company. The Transfer Notice shall name the proposed transferee and
state the number of such Shares he proposes to transfer (the
“Offered Shares”), the price per share and all other
material terms and conditions of the transfer.
(b) For 30 days following delivery
to the Company of such Transfer Notice, the Company shall have the
option to purchase all (but not less than all) of the Offered
Shares at the price and upon the terms set forth in the Transfer
Notice. In the event the Company elects to pur