Exhibit 10.31
STOCK RESTRICTION
AGREEMENT
AGREEMENT made this 14th day of
August 2001, between Infinity Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and Steven H. Holtzman
(the “Employee”).
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 Employee and the Employee 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 750,000
shares (the “Shares”) of common stock, $.0001 par value
per share (“Common Stock”) of the Company at a price of
$.0001 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 in accordance with the terms of the Plan. Upon
receipt of payment by the Company for the Shares, the Company shall
issue to the Employee one or more certificates in the name of the
Employee for that number of Shares purchased by the Employee. The
Employee 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 Employee
ceases to be employed by the Company for any reason or no reason,
with or without cause, prior to July 3, 2005, the Company
shall have the right and option (the “Purchase Option”)
to purchase from the Employee, 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
July 3, 2002. On July 3, 2002, one-fourth (1/4) 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) 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) In the event that the
Participant’s employment with the Company is terminated by
reason of death or permanent and total disability (within the
meaning of Section 22(e)(3) of the Internal Revenue code of
1986, as amended), the Purchase Option shall lapse as to all of the
Unvested Shares for which the Purchase Option would have otherwise
become exercisable.
(c) 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 Outstanding
Company Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding the
Acquiring Corporation or any employee benefit plan (or related
trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 75% or more
of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the
then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that
such ownership existed prior to the Business
Combination).
(d) For purposes of this Agreement,
employment with the Company shall include employment with a parent
or subsidiary of the Company or with another subsidiary of the
parent 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 Employee (or his
estate), in accordance with Section 13, within 90 days after
the termination of the employment of the Employee with the Company,
a written notice of exercise of the Purchase Option. Such notice
sha
