VION
PHARMACEUTICALS, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
AGREEMENT, made as of
the day of
,
20 , by and between Vion Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), and
(the "Participant").
W I T N E S S E T
H:
WHEREAS, pursuant to the
Vion Pharmaceuticals, Inc. 2005 Stock Incentive Plan (the "Plan"),
the Company desires to grant the Participant, and the Participant
desires to accept, an award of Restricted Stock on the terms and
conditions set forth in this Agreement and the Plan.
NOW, THEREFORE, the
parties hereto agree as follows:
1. Grant
of Restricted Stock . In consideration
of future services to the Company, the Company hereby grants to the
Participant
shares of the Company's common stock, $0.01 par value per share
(the "Common Stock"), subject to the transfer restrictions and risk
of forfeiture contained herein (collectively, the "restrictions")
and upon the other terms and conditions set forth in this Agreement
and the Plan. During the period which the shares of Common Stock
are subject to the restrictions, such shares shall be referred to
as "Restricted Stock."
2.
Transfer Restrictions . The
Restricted Stock may not be sold, assigned, transferred, disposed
of, pledged or otherwise hypothecated by the Participant
(collectively, the "transfer restrictions"). Any attempted sale,
assignment, transfer, disposition, pledge or hypothecation of
shares of Restricted Stock shall be void and of no effect and the
Company shall have the right to disregard the same on its books and
records and issue "stop transfer" instructions to its transfer
agent.
3. Risk
of Forfeiture . If the Participant's
service with the Company is terminated for any reason (or no
reason), all shares of Restricted Stock shall be immediately
forfeited to the Company. If the shares of Restricted Stock are
forfeited, the Participant shall assign, transfer, and deliver any
evidence of the shares of Restricted Stock to the Company and
cooperate with the Company to reflect such forfeiture.
4. Lapse
of Restrictions . The restrictions to
which the shares of Restricted Stock are subject shall lapse, and
the shares of Restricted Stock shall fully vest (and cease to be
Restricted Stock hereunder), upon the earlier of: (a) the
anniversary of the date hereof, or (b) the occurrence of a Change
in Control (as defined in the Plan); provided, that, the
Participant remains in continuous service with the Company through
the applicable vesting date.
5. Rights
as a Stockholder . All voting rights
with respect to the Restric
